Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
(Securities Code 6406)
June, 4, 2024

Dear Shareholders:
Masayoshi Harada
Representative Director, President and CEO
Fujitec Co., Ltd.
591-1, Miyata-cho, Hikone, Shiga, JapanNOTICE OF THE 77TH ANNUAL MEETING OF SHAREHOLDERS
We would like to express our sincere appreciation for your continued support and patronage.
You are hereby cordially noticed of the 77th Annual Meeting of Shareholders of Fujitec Co., Ltd. (the“Company”). The meeting will be held for the purposes as described below.
In convening this Meeting of Shareholders, the Company has taken the measure of electronically providing
information that makes up the contents of the Reference Materials for the General Meeting of Shareholders, etc.
(matters to be provided electronically), and has posted it on the following website as the Notice of Convocation of
the General Meeting of Shareholders.
Fujitec Website

https://www.fujitec.com/ir/stockholder

In addition to the above, the information is also posted on the following website of the Tokyo Stock Exchange(TSE).
JPX Website

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Note) On the JPX website, please search for the stock name (company name) “Fujitec” or the securities code “6406”, select“Basic Information”, then “Documents for Public Inspection/PR Information” to confirm the information.

If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing(by mail). Please review the attached “Reference Materials for the Meeting of Shareholders” (pages 5 to 19),review the “Guide to Exercise of Voting Rights” (page 3), and exercise your voting rights by 5:25 p.m. (by theend of business hours) on Tuesday, June 25, 2024, Japan time.

―1―1 Date and Time:

Wednesday, June 26, 2024 at 10:00 a.m. Japan Time(registration begins at 9:00 a.m.)

2 Place:

Big Wing Hall at the Head Office located at 591-1, Miyata-cho, Hikone, Shiga, Japan

3 Meeting Agenda:

Matters to 1.
be reported:

2.

The Business Report, Consolidated Financial Statements for the Company’s 77th Fiscal
Year (April 1, 2023 - March 31, 2024) and results of audits by the Accounting Auditor
and the Audit & Supervisory Board of the Consolidated Financial Statements
Non-consolidated Financial Statements for the Company’s 77th Fiscal Year (April 1,
2023 - March 31, 2024)

Proposals to Agenda Item 1:
be resolved:

Agenda Item 2:
Agenda Item 3:
Agenda Item 4:4 Other Mattersrelated to thisNotice:Disposal of surplus
Election of Nine (9) Directors
Election of Two (2) Member of the Audit & Supervisory
Board
Election of One (1) Substitute Audit & Supervisory Board
Member・If there is no indication of a vote on the voting form in favor or opposed to any of the proposals, theCompany will treat such as an indication of “賛 (in favor of)”.
・If you wish to exercise your voting rights in a non-uniform manner, please notify the Company, inwriting or by electronic or magnetic means, of your intention to exercise your voting rights in a nonuniform manner and the reason therefor at least three days prior to the General Meeting of Shareholders.

End◎If attending in person, please submit the enclosed voting rights exercise form to the reception desk at the venue. Please note that non-shareholders
are not permitted to attend the general meeting. In order to conserve resources, please bring this Notice of Convocation with you. This includes
proxies who are not shareholders and non-shareholder companions to shareholders.
◎Executives and staffs of the Company will be in light attire (”Cool Biz”). The Company recommends that shareholders also attend in light attire.
◎No gifts will be provided at the meeting. Thank you for your understanding.
◎If any revisions are made to the electronic provision measures, the revised information will be posted on the respective websites where they are
posted.
◎With respect to this General Meeting of Shareholders, the Company has sent a document containing information regarding electronic provision
measures, regardless of whether a request for written delivery has been made. However, in accordance with the legal requirements and Article 16,
Paragraph 2 of the Company's Articles of Incorporation, the following matters have not been included. This document is included in the documents
audited by the Corporate Auditors and the Independent Auditor in preparing the audit report.
• “Structures for Assuring the Appropriateness of Business Operations and Overview of Operation Status of the Structures” and “Basic Policy on
Management Control” in the Business Report• Consolidated financial statements, including “Consolidated Statements of Changes in Shareholders’ Equity” and “Notes to Consolidated
Financial Statements”• Financial statements, including “Statements of Changes in Shareholders’ Equity” and “Notes to Financial Statements”◎The results of the resolutions of the General Meeting of Shareholders will be published on the Fujitec corporate website noted above after theconclusion of the General Meeting of Shareholders. No written notices of the results will be issued.

―2―

Guide to Exercising of Voting Rights
Please review the “Reference Documents for the Meeting of Shareholders” of Measures for Electronic Provision,and exercise your voting rights by using one of the following methods.
<Exercise of voting rights prior to the meeting of shareholders> Via personal computer, etc.

Deadline: 5:25 p.m., Tuesday, June 25, 2024
Voting Rights Exercise Website: https://www.web54.net
Please enter your vote for or against the proposals.
Please note that voting rights cannot be exercised through the "Premium Benefits Club," a website exclusively forshareholders.
Please refer to page 4 for details.
 Via smart phones or tablet devices

Deadline: 5:25 p.m., Tuesday, June 25, 2024
Please use a smartphone or a tablet device to scan QR Code displayed at the Voting Rights Exercise Form.
Please refer to page 4 for details.
 Exercise of voting rights via post

Deadline: Received by 5:25 p.m., Tuesday, June 25, 2024
Please indicate your vote for or against the proposals on the Voting Rights Exercise Form and return it so that it
arrives by the exercise deadline.
Handling of voting rights exercised in duplicate(1)
If voting rights are exercised in duplicate both in writing and via the internet, etc. (including those
exercised by smartphones or tablet devices), the voting rights exercised via the internet, etc. (including
those exercised by smartphones or tablet devices), shall be deemed valid.
(2)
If voting rights are exercised multiple times via the internet, etc. (including those exercised by smartphones
or tablet devices), the most recent votes exercise will be deemed valid.

<Attend the meeting in person>
Date and time of General Meeting of Shareholders: 10:00 a.m., Wednesday, June 26, 2024
Please bring the enclosed Voting Rights Exercise Form and submit it to the reception desk.
<For institutional investors>
Other than exercising your voting rights via internet, voting rights may also be exercised via the Electronic Voting
Rights Exercise Platform operated by ICJ, Inc. (only when registered in advance).
For any inquiries, please contact the shareholder registry administrator below:
Sumitomo Mitsui Trust Bank, Limited Stock Transfer Agency Web Support
Inquiries about how exercising voting rights via PC:
0120-652-031 (hours of operation: 9:00 a.m. to 9:00 p.m.)Any other inquiries:
0120-782-031 (hours of operation: 9:00 a.m. to 5:00 p.m.;
excluding weekends and holidays)―3―

<Exercise voting rights via personal computer, etc. (Voting Rights Exercise Website)>(i) Access Voting Rights Exercise website: https://www.web54.net(ii) Enter your Voting Rights Exercise Code.
Enter the Voting Rights Exercise Code as indicated on the Voting Rights Exercise Form.
(iii) Enter your password
Enter the password as indicated on the Voting Rights Exercise Form.
Follow the guidance on the screen, and enter your vote for or against the proposals.
*Connection fees, telecommunications fees, etc. incurred when utilizing the Voting Rights Exercise Website shallbe borne by the shareholder.
*Depending on the internet usage environment, subscribed services or the device model, Voting Rights Exercise
Website may not be available.
<Exercise by smart phones or tablet devices>(i) Access Voting Rights Exercise website for smartphones
Use a smartphone or a tablet device to scan the log-in QR code for the Voting Rights Exercise Website forSmartphones, displayed at the lower right of the enclosed Voting Rights Exercise Form.
*QR Code is a registered trademark of DENSO WAVE INCORPORATED(ii) Visit Voting Rights Exercise Website
Follow the guidance on the screen, and enter your vote for or against the proposals.
When you visit the website on the displayed URL, the Voting Rights Exercise Website screen will open.
You may exercise voting rights by smartphones or tablet devices once only.
To change your vote after exercising your voting rights by smartphones or tablet devices, please refer to Exercise
voting rights via personal computer, etc. above, enter Voting Rights Exercise Code and password as indicated on
the Voting Rights Exercise Form, and then execute your vote again.
* You can access to the Voting Rights Exercise Website above by scanning the QR code.

―4―Reference Materials for the Meeting of Shareholders
Proposals and References
Agenda Item 1

Disposal of surplus

For the appropriation of surplus, the Company proposes the following.
With respect to the appropriation of profits, we consider the enhancement of profit returns to shareholders to be
the most important management issue we address. Our basic policy is to balance profit distribution with investments
in growth to expand our foundation for earnings.
In addition to recording record highs in net sales, operating income, and ordinary income for the fiscal year ended
March 31, 2024, the Company also recorded extraordinary income in connection a gain on sales of property, plantand equipment for the transfer of them owned by Fujitec (HK) Co., Ltd. These developments resulted in recordhigh profit attributable to owners of parent. Given these circumstances, the Company plans to add a special dividendof 70 yen per share to the ordinary dividend of 50 yen per share for a year-end dividend of 120 yen per share. As aresult, the annual dividend will be 155 yen per share, including an interim dividend of 35 yen per share. As a result,
our consolidated dividend payout ratio amounted to 67.8%.
(1) Type of dividend property
Cash(2) Matters regarding the allotment of dividend property and the total amount¥120 per share of common stock of the Company
Total amount: ¥9,363,673,800〔

including ¥50 per share as
ordinary dividend and¥70 per share as special dividend〕(3) Date on which dividends become effective
Thursday, June 27, 2024
(Reference) Annual dividends per share/consolidated payout ratio―5―Agenda Item 2Election of Nine (9) directors

The terms of office of nine (9) Directors will expire at the conclusion of this meeting. Accordingly, the Company
proposes to elect nine (9) Directors.
With respect to the selection of candidates, the Nomination and Compensation Advisory Committee, a voluntary
advisory body to the Board of Directors, all of whose members are independent outside directors, made a report on
nominations after thorough deliberations with the assistance of world-renowned outside experts, and ultimately,
based on the report of the Committee, final decisions were made by the Board of Directors, chaired by anindependent outside director and composed of a majority of independent outside directors.
Three (3) of the nine (9) candidates are internal directors responsible for business execution, and all of them were
elected for the first time at last year's Annual General Meeting of Shareholders. Given this individual's excellent
performance over the past year and favorable evaluations in a reference review conducted by outside experts basedon an ideal image of senior management executives, we believe this individual is most suitable for implementing
the Company's medium-term management plan, the outline of which we announced in May of this year.
The remaining six (6) directors are outside directors, one (1) of whom is newly nominated. Outside directors are
selected from the perspective of independence and expertise to enable them to comprehensively and objectively
examine various management strategies and provide high-level advice and supervision of management, while
sharing the viewpoints of the Company's shareholders and other stakeholders.
In this way, our proposed candidates have a wealth of experience and accomplishments in various fields,
including domestic and international, knowledge and experience necessary for our business, perspective on the
global elevator industry, and knowledge of corporate legal affairs and compliance, etc. The Company believes thatthe number of directors is well-balanced and appropriate from the perspectives of sustainable business growth,enhancement of corporate value over the medium and long term from the investors' viewpoint, and strengtheningof the governance system, while ensuring diversity in terms of gender, internationality, age, and professional
experience in addition to the balance of abilities and knowledge.

The candidates for directors are as follows:
No.

Name

Titles and Responsibilities
Representative Director
President and CEO

1

Masayoshi Harada(Male)

Reappointment

2

Takashige Nakajima(Male)

Reappointment

3

Kosuke Sato

(Male)

Reappointment

4

Kaoru Umino(Female)OutsideReappoin
Independ
tment
ence

Director
Chairperson of Board of Directors

5

Torsten Gessner(Male)

OutsideReappoin
Independ
tment
ence

Director
Nomination and Compensation Advisory Committee

6

Clark Graninger(Male)

OutsideReappoin
Independ
tment
ence

Director

7

Ako Shimada(Female)OutsideReappoin
Independ
tment
ence

Director
Nomination and Compensation Advisory Committee

8

Anthony Black(Male)

OutsideReappoin
Independ
tment
ence

Director

9

Shakil Ohara(Male)

Representative Director
Senior Executive Operating Officer and In-Charge ofEngineering & Production General Manager
Director
Senior Executive Operating Officer and In-Charge of
Administration Division, General Manager of Finance HQ

OutsideNew

Independ
ence

Note 1.

If all of the said candidates are approved, the proportion of foreign directors will be 33.3% (three (3) out of nine (9) directors)
and the proportion of female directors will be 22.2% (two (2) out of nine (9) directors). *Rounded to one decimal place.
2. The corporate management experience and expertise, etc., of directors subsequent to this general meeting of shareholders (ifthe proposal is approved as proposed) are provided on pages 16.

―6―

No.

1

Masayoshi Harada

Date of birthJanuary 22, 1962

ReappointmentCareer summary, positions, responsibilities and significant concurrent positions
April 1984
Joined The Company
April 2009
Operating Officer
April 2012
General Manager of Osaka Region HQ, Japan Business HQ
April 2013
General Manager of Tokyo Region HQ, Japan Business HQ
October 2016
Deputy General Manager of Japan Business HQ
April 2017
Executive Operating Officer
April 2019
President of Company subsidiary Huasheng Fujitec Elevator Co., Ltd.
May 2019
Director of Company subsidiary Huasheng Fujitec Elevator Co., Ltd.
April 2023
Regional Director - China
June 2023
Representative Director and President (to the present)
Chief Executive Officer (to the present)
Number of shares of theCompany held
11,481 shares
Number of Board of
Directors Attended
9/9
Reasons for selection as a candidate for Director
In his first year as president, he demonstrated exceptional leadership in minimizing internal and external turmoil amidst
the total turnover of internal directors, and he achieved the results expected of him, including the penetration of priceincreases commensurate with cost increases. We are certain that his strong will and years of sales experience are reflected
in his performance, and we believe that he is irreplaceable as the driving engine of our new medium-term management
plan.
(Notes) 1. There are no special conflicts of interest between Mr. Masayoshi Harada and the Company.
2. Attendance at Board of Directors meetings held on and after June 21, 2023, as Mr. Masayoshi Harada was newly elected and assumed office as a
Director at the 76th Annual General Meeting of Shareholders held on June 21, 2023.

―7―

No.

2

Takashige Nakajima

Date of birth
April 12, 1968

ReappointmentCareer summary, positions, responsibilities and significant concurrent positions
February 2019
Joined the Company
October 2019
General Manager of Quality Management HQ
April 2020
Operating Officer
April 2021
Executive Operating Officer
June 2023
Representative Director Senior Executive (to the present)
Senior Executive Operating Officer General Manager (to the present)
In Charge of Engineering and Production (to the present)
August 2023
Chairman of Company subsidiary Fujitec (HK) Co., Ltd. (to the present)
Chairman of Company subsidiary Fujitec Taiwan Co., Ltd. (to the present)
Director of Company subsidiary Fujitec Singapore Corpn. Ltd. CORPN.
LTD. (to the present)
Number of shares of theCompany held
2,758 shares
Number of Board of
Directors Attended
9/9
Reasons for selection as a candidate for Director
In his first year in the role of COO, he has achieved results that have contributed significantly to improving our businessperformance without causing any major quality or delivery problems, and has achieved the normalization of the supply
chain, which was in turmoil the year before last. Considering the fact that he has been steadily laying the groundwork forthe introduction of new-generation products, although it will be a while before it can bear fruit, we have determined that
he is the most suitable person to oversee field operations and keep a close eye on the progress of our new mid-term
management plan.
(Notes) 1. There are no special conflicts of interest between Mr. Takashige Nakajima and the Company.
2. Attendance at Board of Directors meetings held on and after June 21, 2023, as Mr. Takashige Nakajima was newly elected and assumed office as a
Director at the 76th Annual General Meeting of Shareholders held on June 21, 2023.

―8―

No.

3

Number of shares of theCompany held
1,349 shares

Date of birth

Kosuke Sato

December 30, 1964

ReappointmentCareer summary, positions, responsibilities and significant concurrent positions
January 2021
Joined the Company
March 2021
Auditor of Company subsidiary Fujitec Korea Co., Ltd.
Auditor of Company subsidiary Fujitec Shanghai Sourcing Center Co., Ltd.
April 2022
Operating Officer
April 2023
General Manager of Finance HQ (to the present)
Director of Company subsidiary Fujitec America, Inc. (to the present)
May 2023
Director of Company subsidiary Fujitec Taiwan Co., Ltd.
June 2023
Director of the Company (to the present)
Senior Executive Operating Officer (to the present)
In Charge of Administration Division (to the present)
August 2023
Auditor of Company subsidiary Huasheng Fujitec Elevator Co., Ltd. (to thepresent)
Auditor of Company subsidiary Shanghai Huasheng Fujitec Escalator Co.,
Ltd. (to the present)

Number of Board of
Directors Attended
9/9
Reasons for selection as a candidate for Director
In his first year as CFO, he has been successful in promoting reforms from a medium- to long-term perspective bylaunching a series of measures to strengthen our internal infrastructure, which are inevitable, and at the same time, he has
demonstrated leadership in the process of formulating the new med-term management plan and a track record of
coordinating the company. Considering the fact that he has been steadily laying the groundwork for the integration of ouroverseas entities, which has been a longstanding issue for us, we have determined that he is indispensable to theimplementation of the new med-term management plan.
(Notes) 1. There are no special conflicts of interest between Mr. Kosuke Sato and the Company.
2. Attendance at Board of Directors meetings held on and after June 21, 2023, as Mr. Kosuke Sato was newly elected and assumed office as a Director atthe 76th Annual General Meeting of Shareholders held on June 21, 2023.

―9―

No.

4

Kaoru Umino

Date of birth
May 13, 1963

OutsideReappointment Indepen
dence

Career summary, positions, responsibilities and significant concurrent positions
September 1987 Associate, David Polk & Wardwell (New York and Tokyo) (Admitted to
the New York State Bar (Second Department) in May 1988)
October 1988
Of Counsel, Paul Hastings (Tokyo)
October 1999
Partner, Paul Hastings (Tokyo)
April 2000
Registered as Gaikokuho Jimu Bengoshi, Daini Tokyo Bar Association
February 2006
Managing Director and Associate General Counsel, J.P. Morgan Securities
Japan Co., Ltd.

Number of shares of theCompany held
0 shares

June 2008
Partner, Jones Day (Tokyo)
January 2018
Partner, DLA Piper (Tokyo) (to the present)
February 2023
Director (to the present)[Significant concurrent positions]
Partner, DLA Piper Tokyo Partnership Foreign Law OfficeMember of the board of directors (Director) of Lawyers for LGBT and Allies Network

Associate, David Polk &New York State Bar (SeOf Counsel, Paul Hastin
Partner, Paul Hastings (Registered as GaikokuhManaging Director andJapan Co., Ltd.

Partner, Jones Day (TokPartner, DLA Piper (ToDirector of the Compan

Number of Board of
Directors Attended
12/12
Reasons for selection as a candidate for outside director, and summary of expected roles
Since assuming the position of the Chairman of the Board of Directors, she has increased the frequency of board meetings,
encouraged candid discussions among the diverse board members, and tenaciously provided leadership in the Company's
governance reforms. Everyone around her recognizes her dedication to the company. We expect that she will continue tomonitor the Company's efforts in governance reform in light of the current situation, where the establishment of an internal
structure is still in the middle of the road and there are still many difficult issues to be addressed.
(Notes) 1. Ms. Kaoru Umino is a candidate for Outside Director.
2. Ms. Kaoru Umino's term of service as a director of the Company will be one year four months as of the conclusion of this general meeting of shareholders.
3. There are no special conflicts of interest between Ms. Kaoru Umino and the Company.
4. Ms. Kaoru Umino is an independent director provided by Tokyo Stock Exchange, Inc., and if she is elected as originally proposed and assumes the
position, she will continue to be an independent director.

―10―

No.

5

Number of shares of theCompany held
0 shares
Number of Board of
Directors Attended
12/12

Torsten Gessner

Date of birth
March 19, 1963

OutsideReappointment Indepen
dence

Career summary, positions, responsibilities and significant concurrent positions
October 1985
Joined Otis Elevator Company
October 1993
Business Unit Manager, Electronic Division, Otis Elevator Company
October 1997
Director, Supply Chain Management (Electronics), United Technologies
Corporation
October 2003
Vice President (Supply Chain in Europe), Otis Elevator Company
January 2005
Area Director, Supply Chain Management & Logistics, Otis UK &Central Europe
October 2005
Chief Operating Officer (COO), ThyssenKrupp Elevator CENE GmbHJanuary 2007
Senior Vice President Manufacturing, ThyssenKrupp Elevator AG
January 2010
Chairman and CEO, ThyssenKrupp Escalator & Passenger Boarding
Bridges GmbH
October 2011
Chairman and Chief Executive Officer (CEO), ThyssenKrupp North
America, Inc.
February 2015
Senior Advisor and Consultant, self-employed (to the present)
February 2023
Director (to the present)

Joined Otis Elevator C
Business Unit Manag
Director, Supply Cha
Corporation
Vice President (Supp
Area Director, Supply
Central Europe
Chief Operating Offic
Senior Vice President
Chairman and CEO, T
Bridges GmbH
Chairman and Chief E
America, Inc.
Senior Advisor and C
Director (to the prese

Reasons for selection as a candidate for outside director, and summary of expected roles
With more than 30 years of experience as a leader in the global elevator industry, Mr. Gessner addressed the company's
deviation from global standards and focused the discussion on improving the company's value. Using international
benchmarks, he supported management in the preparation of the new mid-term plan and will continue to criticallyaccompany the implementation process.
(Notes) 1. Mr. Torsten Gessner is a candidate for Outside Director.
2. Mr. Torsten Gessner's term of service as a director of the Company will be one year four months as of the conclusion of this general meeting ofshareholders.
3. There are no special conflicts of interest between Mr. Torsten Gessner and the Company.
4. Mr. Torsten Gessner is an independent director provided by Tokyo Stock Exchange, Inc., and if he is elected as originally proposed and assumes the
position, he will continue to be an independent director.

―11―

No.

6

Number of shares of theCompany held
0 shares
Number of Board of
Directors Attended
12/12

Clark Graninger

Date of birthJanuary 27, 1968

OutsideReappointment Indepen
dence

Career summary, positions, responsibilities and significant concurrent positions
September 1991
Joined Nippon Shaft Co.
June 1997
Graduated from University of Chicago, Booth School of Business
July 1997
Joined Lehman Brothers Japan Inc.
June 2000
Joined Shinsei Bank, Ltd., Manager, Head of Credit Trading Team
September 2003
Shinsei Bank, Ltd., Senior Managing Executive Officer, Head of
Institutional Banking
February 2007
Representative Director, Chairman and CEO, Aplus Co., Ltd.
November 2009
Executive Advisor to the CEO, Shinsei Bank, Ltd.
February 2011
Joined Aozora Bank, Ltd. as Managing Executive Officer, Head of Retail
Banking
August 2017
Board Member, Managing Director, Chief Wealth Management Officer,
WealthPark, Inc.
June 2021
Board Member, Managing Director, WealthPark Capital K.K. (to thepresent)
June 2022
Co-Founder, Representative Director, COO/CFO, Reboot K.K. (to thepresent)
February 2023
Director (to the present)[Significant concurrent positions]Managing Director, WealthPark Capital, Inc.
Representative Director, COO/CFO, Reboot K.K.

Joined Nippon Shaft
Graduated from Univ
Joined Lehman Broth
Joined Shinsei Bank,
Shinsei Bank, Ltd., S
Institutional Banking
Representative Direct
Executive Advisor to
Joined Aozora Bank,
Banking
Board Member, Mana
WealthPark, Inc.
Board Member, Mana
present)
Co-Founder, Represe
present)
Director (to the prese

Reasons for selection as a candidate for outside director, and summary of expected roles
Based on 20 years of work experience accumulated in the financial industry, Mr. Clark Graninger has served in a liaison
function, participating in the Company's engagement activities on behalf of the outside directors alongside Ms. Kaoru
Umino, chairman of the Board of Directors. As the new mid-term management plan gets underway, engagement will
become increasingly important, and we expect that he will continue to reflect the voices of the investor community in theboard's discussions and decision-making.
(Notes) 1. Mr. Clark Graninger is a candidate for Outside Director.
2. Mr. Clark Graninger's term of service as a director of the Company will be one year four months as of the conclusion of this general meeting ofshareholders.
3. There are no special conflicts of interest between Mr. Clark Graninger and the Company.
4. Mr. Clark Graninger is an independent director provided by Tokyo Stock Exchange, Inc., and if he is elected as originally proposed and assumes the
position, he will continue to be an independent director.

―12―

No.

7

Number of shares of theCompany held
0 shares

Ako Shimada

Date of birth
October 13, 1973

OutsideReappointment Indepen
dence

Career summary, positions, responsibilities and significant concurrent positions
August 1999
Associate, Hancock Rothert & Bunshoft LLPMarch 2001
Associate, Coudert Brothers LLP
May 2005
Associate, Rutan & Tucker, LLP
May 2008
Senior Corporate Counsel, Apria Healthcare
July 2010
Assistant General Counsel, Apria Healthcare
May 2014
Assistant General Counsel, Christie Digital Systems
April 2017
Vice President, General Counsel and Corporate Secretary, Ushio America,
Inc. (to the present)
June 2019
Board of Directors (outside director), KA Imaging Inc. (to the present)
May 2021
General Counsel, Ushio Europe B.V. (to the present)
February 2023
Director (to the present)[Significant concurrent positions]
Vice President, General Counsel and Corporate Secretary, Ushio America, Inc.
Outside Director, KA Imaging Inc.
General Counsel, Ushio Europe B.V.

Associate, Hancock R
Associate, Coudert B
Associate, Rutan & T
Senior Corporate Cou
Assistant General Co
Assistant General Co
Vice President, Gene
Inc. (to the present)
Board of Directors (oGeneral Counsel, Ush
Director (to the prese

Number of Board of
Directors Attended
12/12
Reasons for selection as a candidate for outside director, and summary of expected roles
Based on her 15 years of work experience accumulated as an in-house lawyer, Ms. Ako Shimada has played a role inbringing new life to the Company's corporate headquarters by hiring outside experts and acting as a bridge between the
Company's governance reforms and personnel. Her quiet leadership style is highly compatible with the corporate cultureof Japanese companies, and we expect that she will be able to ease the friction that inevitably arises as we continue to
implement numerous reforms.
(Notes) 1. Ms. Ako Shimada is a candidate for Outside Director.
2. Ms. Ako Shimada's term of service as a director of the Company will be one year four months as of the conclusion of this general meeting of shareholders.
3. Ms. Ako Shimada serves as Vice President, General Counsel and Corporate Secretary, Ushio America, Inc., and General Counsel, Ushio Europe. B.V.
The Company and Ushio Inc., the parent company of Ushio America, Inc. and Ushio Europe. B.V. have a placing and receiving order relationship (suchas installation, maintenance, and etc.) related to the Company products. Sales to the said parent company during the 77th fiscal year for the Company
amounted to less than JPY 1 million.
4. Ms. Ako Shimada is an independent director provided by Tokyo Stock Exchange, Inc., and if she is elected as originally proposed and assumes the
position, she will continue to be an independent director.

―13―

No.

8

Number of shares of theCompany held
0 shares
Number of Board of
Directors Attended
9/9

Anthony Black

Date of birth
September 20, 1961

OutsideReappointment Indepen
dence

Career summary, positions, responsibilities and significant concurrent positions
June 1984
Joined United Technologies Corporation
May 1991
Completed a master’s degree in business administration (MBA) of
University of Virginia Darden School of Business
January 2001
Worldwide Vice President, Field Operations, Environmental Health &Safety, and Quality, Otis Elevator Company
United Technologies Corporation
March 2005
Managing Director, Nippon Otis Elevator
United Technologies Corporation
April 2009
Senior Vice President of Operations, Fire & Security
United Technologies Corporation
June 2010
Vice President of Operations - China Region, Otis Elevator Company
United Technologies Corporation
February 2012
President & CEO, Otis Elevator Company, Otis China Limited
Director & Chairman, Guangzhou Otis Elevator / Shanghai Otis Elevator /Beijing Otis Elevator
United Technologies Corporation
March 2016
Global Vice President, Service & Field Operations, Otis Elevator
Company
United Technologies Corporation
January 2020
President, Service
Husky Injection Molding Systems Ltd. (to the present)
June 2023
Director (to the present)[Significant concurrent positions]
President (Service) Husky Injection Molding Systems, Ltd.

Reasons for selection as a candidate for outside director, and summary of expected roles
With 35 years of experience as a global leader in the elevator industry, Mr. Anthony Black has provided a different
perspective on our operations and served as an inspiration to the front lines. He has pushed our team members to challengehigh goals during the development of our new medium-term plan, and we expect that he will provide full support during
the implementation process.
(Notes) 1. Mr. Anthony Black is a candidate for Outside Director.
2. The term of office of Mr. Anthony Black as Director will be 1 year at the conclusion of this meeting.
3. There are no special conflicts of interest between Mr. Anthony Black and the Company.
4. Mr. Anthony Black is an independent director provided by Tokyo Stock Exchange, Inc., and if he is elected as originally proposed and assumes the
position, he will continue to be an independent director.
5. Attendance at Board of Directors meetings held on and after June 21, 2023, as Mr. Anthony Black was newly elected and assumed office as a
Director at the 76th Annual General Meeting of Shareholders held on June 21, 2023.

―14―

No.

9

Number of shares of theCompany held
0 shares

Date of birth

Shakil Ohara

July 1, 1958

OutsideNew

Independence

Career summary, positions, responsibilities and significant concurrent positions
August 1994
Regional Finance Manager, FedEx North Pacific Region
May 1999
Finance Director, Abbot Laboratories (Japan)
January 2004
Vice President, Asia (Regional CEO), Hospital Division, Abbot Laboratories(Japan)March 2008
Regional CFO/Regional Strategy Officer (Pacific/Asia, Africa), Abbot
Laboratories (Japan)
October 2014
Senior Managing Executive Officer and CFO, Tsubaki Nakashima Co., Ltd.
March 2015
Director, Senior Managing Executive Officer, and CFO, Tsubaki NakashimaCo., Ltd.
March 2018
Director, Executive Vice President, and CFO, Tsubaki Nakashima Co., Ltd.
March 2022
Maple Associates Pte Ltd Co-CEO (to the present)
June 2022
FreeD Technologies Group CFOJanuary 2024
DIGIFIT Corporation Co-CEO (to the present)[Significant concurrent positions]
Maple Associates Pte Ltd Co-CEO
DIGIFIT Corporation Co-CEO

Reasons for selection as a candidate for outside director, and summary of expected roles
This is a new candidate selected from a list of candidates recommended by our headhunters. He has extensive experience
in international business management, including management experience in the growth markets of India and Southeast
Asia. He has also served as CEO and CFO of a portfolio company of one of the largest global PE funds in the U.S. andhas successfully completed an IPO. As we continue to consider ways to enhance our corporate value, we expect that hewill provide us with superior advice from multiple perspectives.
(Notes) 1. Mr. Shakil Ohara is a candidate for Outside Director.
2. There are no special conflicts of interest between Mr. Shakil Ohara and the Company.
3. If he is elected as originally proposed and assumes the position, he will serve as an independent director as provided by the Tokyo Stock Exchange,
Inc.

(Notes) 1. The number of Company shares held by each candidate includes his or her interest in the Company’s Executive Shareholding Association as of March
31, 2024.
2. The Company has entered into an indemnification agreement with each director as stipulated in Article 430-2, Paragraph 1 of the Companies Act.
Under this agreement, the Company will indemnify a director in question for the expenses stipulated in Paragraph 1 and losses stipulated in Paragraph
2 to the extent allowed by law. To ensure that the proper execution of duties is not impaired by these indemnification agreements, the Company does
not provide indemnification for losses, etc., in cases where a director is liable for malicious intent or gross negligence in the performance of his or her
duties. The Company intends to continue said agreements if the reappointment of the candidate, currently serving as a director, is approved. The
Company also plans to enter into an indemnification agreement with Mr. Shakil Ohara with the same terms and conditions if he is elected and assumes
office as a director.
3. The Company entered into a liability insurance contract for officer and director liability insurance as provided in Article 430-3.1 of the Companies Act
for Company and subsidiary directors and members of the Audit & supervisory Board as insured parties. The contract covers the amount ofcompensation, costs of disputes, etc., in the event that an insured party is subject to a claim of liability for damages arising from the execution of his or
her duties. The Company bears the cost of all insurance premiums. To ensure the proper execution of duties by the insured parties, the contract inquestion establishes a certain deductible amount, and any damages not reaching this deductible amount are not covered. In addition, certain exemptions
exist, including the non-payment for damages caused by the commission of a crime or other violation of laws and regulations. If this individual iselected and assumes the office of a director, they will be included as an insured under the contract in question. The contract is scheduled to be renewed
under the same terms upon renewal.

―15―

(Reference) Composition of the Board of Directors (plan after June 26, 2024)
The candidates’ experience and expertise, etc. in corporate management are as follows.

Name

New/Reappointment

Experience and expertise, etc. in corporate management

Positions and responsibilities at
the Company

Masayoshi
HaradaTakashige
Nakajima

Kosuke Sato

Kaoru Umino

TorstenGessner

Clark Graninger

Ako Shimada

Anthony Black

Shakil Ohara

Reappointment

Reappointment

Reappointment

Reappointment

Reappointment

Reappointment

Reappointment

Reappointment

New

Representative
Director,
Executive President

Representative
Director,
Senior Executive
Operating Officer

Director,
Senior Executive
Operating Officer

Corporate Management
Corporate Strategy●

Global Business

●

●
●

●

●

Technology

Sustainability
Governance
M&A/
Capital Aarket

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Corporate Legal Affairs
Compliance
●

●

●
●

Finance and Accounting

Risk Management

Outside Director,
Outside Director,
Outside Director,
Outside Director,
Outside Director,
Outside Director,
Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

―16―

●

●

●

Agenda Item 3

Election of Two (2) Member of the Audit & Supervisory Board

Members of the Audit & Supervisory Board Mr. Yasuo Utsunomiya and Mr. Tatsuo Ikeda will expire at theconclusion of this meeting. Accordingly, the Company proposes to elect two (2) Members of the Audit &Supervisory Board.
The Audit & Supervisory Board has consented to this proposal.
The candidates are as follows:No.

1

Number of shares of theCompany held

Yoshitaka Nakao

Date of birthJanuary 18, 1962

New

Career summary, positions and significant concurrent positions
March 1986
Graduated from the School of Mechanical Engineering, Doshisha University
April 1986
Joined Fujitec Co., Ltd.
April 2004
General Manager of Technology of Company subsidiary, Shanghai
Huasheng Fujitec Escalator Co., Ltd.
January 2011
Vice President of Company subsidiary Shanghai Huasheng Fujitec Escalator
Co., Ltd.
January 2013
Plant Manager of Big Step, Production HQJanuary 2015
Director and President of Company subsidiary Shanghai Huasheng Fujitec
Escalator Co., Ltd. (to the present)
Director of Company subsidiary Huasheng Fujitec Elevator Co., Ltd. (to thepresent)
April 2018
Operating Officer (to the present)

6,169 shares
Reasons for selection as a candidate for Members of the Audit & Supervisory Board
We believe Mr. Yoshitaka Nakao will leverage his abundant knowledge based on experience in management of theCompany's subsidiary in China, as well as his service as the Company’s Operating Officer, in performing the duties of amember of the Audit & Supervisory Board appropriately.
(Notes) 1. There are no special conflicts of interest between Mr. Yoshitaka Nakao and the Company.
2. The number of Company shares held by him includes his interest in the Company’s Employee Shareholding Association as of March 31, 2024.

―17―

No.

2

Number of shares of theCompany held
0 shares

Hiroyuki Hara

Date of birth
December 28, 1962

OutsideNew

Independence

Career summary, positions and significant concurrent positions
March 1985
Graduated from Kyoto Sangyo University Faculty of Business
Administration
September 1988
Joined Tohmatsu Awoki & Sanwa (currently Deloitte Touche Tohmatsu
LLC)
April 1992
Registered as certified public accountant
August 1993
Joined Tadashi Furumoto Certified Public Accounting and Tax Office(currently Deloitte Tohmatsu Tax Co.)
November 1993
Registered as tax accountant
June 2005
Partner, Tohmatsu Tax Co. (currently Deloitte Tohmatsu Tax Co.)
September 2020
Retired from Tohmatsu Tax Co. (currently Deloitte Tohmatsu Tax Co.)
October 2020
Director, Hiroyuki Hara Certified Public Accounting & Tax Office (tothe present)
June 2023
Substitute Member of the Audit & Supervisory Board, Fujitec Co., Ltd.
(to the present)
Outside Member of the Audit & Supervisory Board, Heiwa Paper Co.,
Ltd. (to the present)
March 2024
Substitute Director who is an Audit and Supervisory Committee
Member, Sinops Inc. (to the present)[Significant concurrent positions]
Director, Hiroyuki Hara Certified Public Accountant and Tax Accountant OfficeOutside Member of the Audit & Supervisory Board, Heiwa Paper Co., Ltd.
Substitute Director who is an Audit and Supervisory Committee Member, Sinops Inc.

Reasons for selection as a candidate for Outside Members of the Audit & Supervisory Board
While Mr. Hiroyuki Hara has no prior involvement in corporate management, He has been engaged in auditing andtaxation services as a certified public accountant and tax accountant for many years. We believe he will leverage hisabundant knowledge in performing the duties of a member of the Audit & Supervisory Board appropriately.
(Notes) 1. Mr. Hiroyuki Hara is a candidate for Outside Member of the Audit & Supervisory Board.
2. There are no special conflicts of interest between Mr. Hiroyuki Hara and the Company.
3. If he is elected as originally proposed and assumes the position, he will serve as an independent director as provided by the Tokyo Stock Exchange,
Inc.

(Notes) 1. The Company entered into an indemnification agreement with each member of the Audit & Supervisory Board as stipulated in Article 430-2, Paragraph
1 of the Companies Act. Under this agreement, the Company will indemnify a member of the Audit & Supervisory Board in question for the expenses
stipulated in Paragraph 1 and losses stipulated in Paragraph 2 to the extent allowed by law. To ensure that the proper execution of duties is not impairedby these indemnification agreements, the Company does not provide indemnification for losses, etc., in cases where a member of the Audit &Supervisory Board is liable for malicious intent or gross negligence in the performance of his or her duties. In the event that Mr. Yoshitaka Nakao and
Mr. Hiroyuki Hara are elected and assume office as members of the Audit & Supervisory Board, the Company plans to enter into an indemnity
agreement with these individuals according to the same terms.
2. The Company entered into a liability insurance contract for officer and director liability insurance as provided in Article 430-3.1 of the Companies Act
for Company and subsidiary directors and members of the Audit & supervisory Board as insured parties. The contract covers the amount ofcompensation, costs of disputes, etc., in the event that an insured party is subject to a claim of liability for damages arising from the execution of his or
her duties. The Company bears the cost of all insurance premiums. To ensure the proper execution of duties by the insured parties, the contract inquestion establishes a certain deductible amount, and any damages not reaching this deductible amount are not covered. In addition, certain exemptions
exist, including the non-payment for damages caused by the commission of a crime or other violation of laws and regulations. If Mr. Yoshitaka Nakao
and Mr. Hiroyuki Hara are elected and assume office as members of the Audit & Supervisory Board, they will be included as insured persons under
the policy. The contract is scheduled to be renewed under the same terms upon renewal.

―18―

Agenda Item 4Election of One (1) Substitute Audit & Supervisory Board Member

In preparation for a situation where the number of Audit & Supervisory Board members falls below the number
specified by law or in the Articles of Incorporation, a substitute Audit & Supervisory Board member will be
appointed.
The Audit & Supervisory Board has consented to this proposal.
The candidate is as follows:

Keijiro Kimura

Number of shares of theCompany held

Date of birth

OutsideApril 14, 1961

Independence

Career summary, positions and significant concurrent positions
March 1985
Graduated from the Faculty of Law, Kyoto University
April 1987
Registered as an attorney
January 1994
Admitted to the New York State Bar Association
May 1998
Founder, Kyoei Law Office
June 2000
Outside Member of the Audit & Supervisory Board, Okada Aiyon
Corporation
January 2011
Partner, Kyoei Law Office (to the present)
March 2015
Outside Member of the Audit & Supervisory Board, Nippon Electric GlassCo., Ltd.
March 2022
Outside Member of the Audit & Supervisory Board, Kubota Corporation (tothe present)[Significant concurrent positions]
Partner, Kyoei Law OfficeOutside Member of the Audit & Supervisory Board, Kubota Corporation

0 shares

Reasons for selection as a candidate for Outside Members of the Substitute Audit & Supervisory Board
While Mr. Keijiro Kimura has been no prior involved in corporate management, he has been involved in corporate legal
affairs as a lawyer for many years. He has also served as an outside member of the Audit & Supervisory Board at othercompanies. We believe he will leverage his abundant knowledge in performing the duties of a member of the Audit &Supervisory Board appropriately.
(Notes) 1. Mr. Keijiro Kimura is a candidate for Substitute Outside Member of the Audit & Supervisory Board.
2. Mr. Kimura is an outside auditor of Kubota Corporation, which owns 322,000 shares of Company stock. The Company owns 770,000 shares of Kubota
Corporation stock. In addition, there is a business relationship between significant subsidiaries and the Company related to installation, maintenance,and other services ordered in relation to our products. Net sales to these subsidiaries during the Company's 77th fiscal year amounted to 2 million yen.
3. Mr. Keijiro Kimura satisfies the requirements for independent directors as stipulated by the Tokyo Stock Exchange, Inc.
4. The Company entered into an indemnification agreement with each member of the Audit & Supervisory Board as stipulated in Article 430-2, Paragraph
1 of the Companies Act. Under this agreement, the Company will indemnify a member of the Audit & Supervisory Board in question for the expenses
stipulated in Paragraph 1 and losses stipulated in Paragraph 2 to the extent allowed by law. To ensure that the proper execution of duties is not impairedby these indemnification agreements, the Company does not provide indemnification for losses, etc., in cases where a member of the Audit &Supervisory Board is liable for malicious intent or gross negligence in the performance of his or her duties. In the event that said individual is elected
and assumes office as members of the Audit & Supervisory Board, the Company plans to enter into an indemnity agreement with this individual
according to the same terms.
5. The Company entered into a liability insurance contract for officer and director liability insurance as provided in Article 430-3.1 of the Companies Act
for Company and subsidiary directors and members of the Audit & supervisory Board as insured parties. The contract covers the amount ofcompensation, costs of disputes, etc., in the event that an insured party is subject to a claim of liability for damages arising from the execution of his or
her duties. The Company bears the cost of all insurance premiums. To ensure the proper execution of duties by the insured parties, the contract inquestion establishes a certain deductible amount, and any damages not reaching this deductible amount are not covered. In addition, certain exemptions
exist, including the non-payment for damages caused by the commission of a crime or other violation of laws and regulations. If he assumes the officeof a member of the Audit & Supervisory Board, he will be included as an insured under the contract in question. The contract is scheduled to be renewed
under the same terms upon renewal.

End

―19―

Business Report for the Company’s 77th Fiscal Year (April 1, 2023 - March 31, 2024)
1. Matters Concerning the State of the Corporate Group(1) Business progress and resultsa. Management environment and business development
Despite differences among regions, the global economy remained uncertain worldwide throughout the current
consolidated fiscal year due to tight monetary policies and the sluggish economy in China. In the U.S.,
employment and income were favorable, and consumer spending remained firm, despite sluggish manufacturing.
In China, the economy continued to slow as housing sales and capital investment remained sluggish due to theimpact of the ongoing drop in real estate prices. In Japan, business confidence in the non-manufacturing sector
improved due to a recovery in consumer spending and inbound demand. The Japanese manufacturing sectortransferred prices associated with rising prices, resulting in a gradual economic recovery.
In response to these circumstances, the Fujitec Group continued to implement specific measures reflecting thebasic strategies of our three-year medium-term management plan Vision24, which we began in fiscal 2022.
Under our sales strategy, we endeavored to improve profitability in our domestic market by introducing a control
panel replacement package compatible with large elevators and extending our modernization product lineup
through expanding the sales of standard models. In terms of sales performance, we delivered a total of 110
elevators and escalators to Azabudai Hills (opened last year), recording the largest number of elevators andescalators ever delivered in our domestic projects. In the global market, we engaged in regional sales strategies
tailored to the characteristics of each region, including growth markets and mature markets. In India, we received
orders for 538 elevators in large-scale housing projects. In Singapore, we renovated 19 elevators to maintainsafety and improve functionality in a high-rise building that we finished in 1986. Under product and technology
strategies, we work to solve customer issues using IT, AI, and other new technologies including developing andmarketing strategic models tailored to the maturity level in each market and improving customer conveniencethrough web services for building managers and the linkage between elevators and robots. Under our production
and operations strategy, we began construction of an elevator parts analysis and evaluation center (tentative name:
Quality Laboratory Building) to improve product quality. We also worked to reduce production costs incurred
through global procurement and reform installation costs in the field. Overseas, Fujitec India endeavored toincrease production capacity, including the full-scale operation of a second elevator plant. Under our corporate
strategy, we pursued aggressive M&A activities in Japan and overseas in this growth phase of our company,
including the acquisition of Stampede Elevator in Canada. In terms of capital policy, we improved capitalefficiency by streamlining working capital. We implement sustainability activities with an eye to ESG, including
the publication of our first Integrated Report (Japanese and English) in December last year and the expansion of
non-financial information. We also introduced double-connected trucks to pursue decarbonization and laborsavings, and formulated new company-wide occupational health and safety guidelines and a health declaration tocreate lively workplaces. After the extraordinary general meeting of shareholders in the previous fiscal year, wehave been engaged in steady governance-related initiatives, including the renewal of the Nomination andCompensation Advisory Committee, and including disclosing company measures including specific measures toestablish corporate governance in line with the highest standards expected from listed companies on December in
response to the third-party committee investigation results concerned the obstruction of director candidates andothers in connection with shareholder proposals at the extraordinary general meeting of shareholders. In October
2023, we launched the Steering Committee consisting of management, operating officers in charge of major
divisions, and outside directors. This committee discusses the medium- to long-term direction of the company andkey strategies. and as a result, in light of the changes in the business environment surrounding the Company, theboard of directors approved a new five-year medium-term management plan on May 14, 2024, which entails
fundamental corporate reforms to realize the Company's latent value. The new medium-term management plan
defines our long-term vision to establish Fujitec as an industry-leading brand for all to experience the beauty andhospitality of a specialized Japanese manufacturer. Under this vision, we will strive to evolve into an excellent
company—a reborn Fujitec embracing the spirit of Continuity and Change.
As a result, Total orders received amounted to ¥232,188 million (up 14.2% year on year), consisting of ¥94,711
million in domestic orders received (up 14.4%) and ¥137,477 million in overseas orders received (up 14.2%; up
8.2% after excluding the impact of foreign exchange).
―20―

Total order backlog amounted to ¥258,316 million (up 5.5% year on year), consisting of domestic order backlog
in the amount of ¥89,836 million (up 11.4%) and overseas order backlog in the amount of ¥168,480 million (up2.6%; down 2.7% after excluding the impact of foreign exchange).
Domestic orders increased significantly year on year in the new installation business due to increased price passthrough to higher material and logistics costs. Orders for apartment complexes and stores, in particular, grewsignificantly. In the Aftermarket Business, modernization projects increased due to the effect of price revisions,similar to the new installation business. Repair work and maintenance (servicing and maintaining elevators andescalators) remained strong due to efforts to improve new contract rates.
Overseas orders for new installations in East Asia decreased in China and Hong Kong, but increased in Taiwan. In
South Asia, new installation orders increased in Singapore and India, and the Aftermarket Business increased in
all regions. In the Americas and Europe, new installations decreased in the U.S. and Canada, but increased in the
Aftermarket Business in the U.S. and the U.K.
Current-year sales and profits increased year on year. Total net sales amounted to ¥229,401 million (up 10.5%
year on year), consisting of ¥85,532 million in domestic net sales (up 14.0%) and ¥143,868 million in overseas net
sales (up 8.5%; up 3.2% after excluding the impact of foreign exchange). Operating income was ¥14,571 million(up 25.4% year on year), and ordinary income was ¥18,717 million (up 40.4%) due to an increase in interest
income, stemming from rising interest rates, and a decrease in allowance for doubtful accounts. In addition, profit
before income taxes increased due to factors including a gain on sales of property, plant and equipment related toa consolidated subsidiary. As a result, profit attributable to owners of parent amounted to ¥17,830 million (up111.4% year on year).
The Company used provisional accounting in the previous consolidated fiscal year for the business combination
with Express Lifts Limited (now Fujitec Express Limited), which was conducted on September 20, 2022. The
amounts related to said combination were finalized in the third quarter of the current consolidated fiscal year.
Therefore, figures for the previous consolidated fiscal year reflect this revised allocation of acquisition costs.
By Group Region: Orders and Net Sales(Million yen)
For the Fiscal Year Ended March 31, 2024 For the Fiscal Year Ended March 31, 2023
(Period 77)(Period 76)
Composition Ratio
Composition Ratio
From April 2023
From April 2022
to March 2024
to March 2023
(%)
(%)

（
Orders）（）

232,188

100.0%

203,230

100.0%

Domestic

94,711

40.8

82,821

40.8

Overseas

137,47759.2

120,408

59.2

229,401

100.0%

207,589

100.0%

Domestic

85,53237.3

75,005

36.1

Overseas

143,868

62.7

132,583

63.9

258,316100.0%

244,898

100.0%

Domestic

89,83634.8

80,657

32.9

Overseas

168,480

65.2

164,24167.1

Net sales

Order backlog(Note) The company consists of a single business, namely the Elevator, Escalator, and Electric Transport Device Business. We do not classify this business into
multiple segments.

―21―

2023.3

2024.32023.32024.32023.32024.3

Net sales

Operating income¥229.4 billion¥14.5 billion

YoY: +10.5%

YoY: +25.4%

YoY: +0.8%

Ordinary income

Profit attributable toowners of parent

ROE:¥18.7 billion¥17.8 billion

YoY: +40.4%

YoY: +111.4%―22―

Operating income margin

6.4%

12.9%
YoY: +6.2%

b. Segment information by corporate group location

The following information highlights segment performance by location for the consolidated fiscal year underreview:

Japan

Net sales¥88.0 billion

Operating income¥6.6 billion

Sales composition ratio

36.1%

Net sales increased 13.6% year on year to ¥88,072 million
as a result of the significant increase of new installations
and modernization projects in the Aftermarket Businessdue to the revisions of sales prices. Operating income
amounted to ¥6,645 million (up ¥4,533 million year onyear) due to the significant effect of sales price revisions
on improved profitability, despite higher import costs
resulting from the ongoing weakening of the yen.

East Asia

Net sales¥79.3 billion

Operating income¥1.6 billion

Sales composition ratio

32.5%

Net sales amounted to ¥79,378 million, a decrease of 4.3%
year on year (down 7.5% after excluding the impact offoreign exchange), despite increased sales from progress inlarge-lot modernization projects in Hong Kong. Thisdecrease was mainly due to fewer new installation projects
on hand, especially in China where orders declined under
the real estate recession. New installations also declined
due to the impacts of lower market prices. Operating
income amounted to ¥1,630 million (down ¥2,856 million)
due to lower sales of new installations in China, as well as
impacts of increased provision for losses on construction in
Hong Kong, Taiwan, and Korea.

―23―

South Asia

Net sales¥31.0 billion

Operating income¥5.0 billion

Sales composition ratio

12.7%

Net sales in the New Installations Business amounted to¥31,000 million, an increase of 28.5% year on year (up19.4% after excluding the impact of foreign exchange). Net
sales in new installations increased due to increased sales
in India from increased orders, despite lower sales in
Singapore. For the Aftermarket Business, net sales
increased due to increased repair work in Singapore andMalaysia. Operating income amounted to ¥5,010 million(up ¥1,466 million). In new installations, it was mainly due
to a return to profit from cost reductions of India and, in
the Aftermarket Business, it was due to increased sales in
Singapore and Malaysia.

Net sales
The Americas and Europe¥45.7 billion

Operating income¥1.4 billion

Sales composition ratio

18.7%

Net sales were ¥45,776 million (up 25.9% year on year, up
19.1% after excluding the impact of foreign exchange). Net
sales increased in new installations in the U.S. and the
U.K. Net sales in the Aftermarket Business increased,
mainly due to an influx in modernization projects in the
U.S., as well as the consolidation of a Mexican subsidiary.
Operating income amounted to ¥1,455 million (down ¥70
million). This decrease was due to lower profitability in the
New Installation Business in Canada resulting from higher
material and labor costs. At the same time, operating
income increased in the Aftermarket Business due tohigher sales in the U.S. resulting from an increase inmaintenance volume and higher unit maintenance prices.
(Note) Figures for net sales, operating income, and sales composition ratios are before segment adjustments. Segment adjustments amounted to ¥(14,826)
million in net sales and ¥(169) million in operating income.

―24―

(2) Capital Investment and Financing
During the consolidated fiscal year under review, the Fujitec Group conducted a total of ¥3,875 million in capital
investments. Of this amount, ¥2,525 million of capital investments were conducted within the Company, while¥1,350 million of capital investments were conducted at consolidated subsidiaries.
(3) Issues to be Addressed
We announced a new three-year medium-term management plan, Vision24 Fujitec Medium-Term Management
Plan (FY2022 - FY2024) in December 2021. In March 2022, we published supplemental disclosure of Vision24
explaining specific measures and capital policies. We intended to increase our market share by expanding our
New Installation and Aftermarket Businesses as described in Vision 24, as well as to ensure that we improve our
profitability by expanding sales and promoting cost reductions, as well as to improve management transparency.
And in light of changes in the business environment surrounding the Company, the board of directors approved a
new five-year medium-term management plan on May 14, 2024, Medium-Term Management Plan 2024-2028:
Move On 5, which entails fundamental corporate reforms to realize the Company's latent value. In the new
medium-term management plan, we will aim to evolve into an excellent company as Fujitec reborn, in the spirit ofContinuity and Change with the long-term vision of establishing the brand of the industry's top trust where
everyone can experience the beauty and hospitality that only a specialized Japanese manufacturer can provide.
Through these efforts, we will continue to provide safe and reliable products to people around the world for thesustainable enhancement of our corporate value in the global market. The strategic direction of Move On 5 is as
described below.
Continuity...the essence of what we will continue to pursue without changing.
〇Pursue safety and security〇Focus on quality〇Develop human resources: Engage in product development in line with our philosophy of safety andsecurity, preventing failures or accidents.
: Conduct product development for the highest quality and ride comfort.
: Develop global human resources with the necessary skills and capabilities,
and foster a corporate culture that supports these human resources.

Change...new areas of focus〇Selection and consolidation: Define segments for regional businesses for improvement of companywide margins, allocate resources appropriately, and clarify the direction of
initiatives.
〇Strengthen group management : Improve the global organizational infrastructure for further growth.
: Establish the highest standards of corporate governance.
〇Improve governance andcommunication○ In our pursuit of safety and security, we will engage in the following initiatives.
・Conduct development in line with the concept of uncompromising safety and security- Collect elevator operation data automatically in the event of an earthquake- Visualize restoration needs and dispatch technicians promptly- Continue upgrades related to climate change and extend resiliency to other types of disasters(heavy rains, etc.)
・Create systems to eliminate failures or accidents- Construct a quality lab to open in 2025
- Conduct E2E safety testing of components from development through procurement, production, andinstallation○ In our focus on quality, we will pursue the following initiatives to deliver ride comfort developed through our
luxury hotel business to as many customers as possible.
- Develop products for the highest quality and ride comfort- Pursue quality and cost through component analysis, failure analysis, etc.
○ In our developing human resources, we will continue to pursue safety and security and to focus on quality
through the following initiatives.
―25―

- Provide a healthy work environment that encourages employees to take on challenges, which reflects ourorganizational culture and fosters individual growth- Implement an evaluation and compensation system; improve the system as appropriate- Ensure all employees embrace the spirit of hospitality, strive for increased customer satisfaction, and earnhigh levels of trust- Develop the skills of professional engineers further through a wide variety of training programs○ In our selection and consolidation, pursuing the following initiatives to improve company-wide margins.
- Clarify the strategic position of each region and formulate a focus and a direction for our efforts- Improve productivity and profitability of maintenance projects, incorporating the use of digital technology- Achieve cost reductions by optimizing the supply chain, introducing standard models, and using standard
construction methods- Improve our SG&A ratio through standard and streamlined operations, upgraded IT infrastructure, and cost
containment○ In our strengthening of group management, we will build a strong business foundation through the following
initiatives.
- Create an implementation/PMO structure with clearly defined roles and accountability for executing our
medium-term plans- Establish KPIs, monitor business performance, supervise the progress of measures○ In our governance and communications, we will aim for the highest standards of corporate governancethrough the following initiatives.
- Form a strong board of directors consisting of members from diverse backgrounds- Link management compensation to key indicators to ensure management commitment to results- Strengthen ESG management further
We will endeavor to accomplish Medium-Term Management Plan Move On 5 under these terms, improving
corporate value consistently and steadily.

―26―

(4) Changes in Assets and Income
Fiscal Year

Period 74

Period 75

Period 76

Period 77(Current Consolidated
Fiscal Year)
From April 2023
to March 2024

April 2020
From April 2021
From April 2022
(From
to March 2021) (to March 2022) (to March 2023) (Classification)

Orders(Million yen)

174,648

195,527

203,230

232,188

Net sales(Million yen)

169,573

187,018

207,589

229,401

Ordinary income(Million yen)

14,633

15,713

13,331

18,717

Profit attributable to ownersof parent(Million yen)

9,287

10,835

8,433

17,830(yen)

114.52133.42106.67228.55

Total assets(Million yen)

205,196

220,609230,098

256,402

Net assets(Million yen)

125,264

140,482

144,117

165,177(yen)

1,385.45

1,549.83

1,640.29

1,901.28

Net income per share

Net assets per share(Notes) 1. Effective as of the 75th fiscal year, the Company applied Accounting Standards for Revenue Recognition (ASBJ Statement No. 29, March 31, 2020).
The figures for assets and income (loss) for the 74th, 75th, 76th, and 77th fiscal years under review reflect the application of this accounting standard.
2. Net income per share is calculated using the average number of shares during the period in question. The average number of common shares during
the period is determined using the number of shares after deducting the number of treasury shares. The number of treasury shares as of the end of
Periods 74, 75 and 76 includes shares held as an E-Ship Trust-Type Employee Shareholding Incentive Plan.
3. Major factors for changes in each consolidated fiscal year are as described below.
Period 74 …Domestic net sales decreased by 4.3% year on year, while overseas net sales decreased by 7.9% over the same period, resulting
in a year on Decrease of 6.4% in net sales. Profit decreased slightly versus the previous fiscal year owing to an increase inJapan, even though profits decreased in North America and Europe.
Period 75 …Domestic net sales increased by 5.1% year on year, while overseas net sales increased by 13.9% over the same period, resulting
in a year-on-year increase of 10.3% in net sales. Profits increased from the previous year due to an increase in dividend income
and recognition of foreign exchange gains.
Period 76 …Domestic net sales increased by 2.8% year on year, while overseas net sales increased by 16.3% over the same period, resulting
in a year on year increase of 11.0% in net sales. Profit decreased year on year due to the Shanghai lockdowns, soaring raw
materials costs, and other factors.
Period 77 …This information is as provided in 1. Business Progress and Results above.

(5) Major Parent Companies and Subsidiaries
a. Relationship with parent company
Not applicable.

―27―

b. Status of major subsidiaries
Company Name
Fujitec America, Inc.
Fujitec Canada, Inc.
Fujitec Argentina S.A.
Elevadores EV International,
S.A. de C.V.
Fujitec (HK) Co., Ltd.

Paid-in capital

Ownership Ratio

Main Business Lines
Manufacture, sale, installation,
maintenance, and repair of elevators andescalators
Sales, installation, maintenance, and repairof elevators and escalators

USD
thousands

100.00%18,000

CAD
thousands

100.00%

2,000

ARS
thousands

100.00%

MXN
thousands

85.00%

HKD
thousands

100.00%〃15,00039,83324,300〃
Manufacture, sale, installation,
maintenance, and repair of elevators andescalators

Huasheng Fujitec Elevator Co., Ltd.

708,040

CNY
thousands

60.00%〃

Shanghai Huasheng Fujitec Escalator
Co., Ltd.

106,760

CNY
thousands

60.00%(60.00%)〃Fujitec Shanghai Sourcing Center Co.,Ltd.

389,124

CNY
thousands

100.00%TWD
thousands

74.83%

KRW
thousands

100.00%

SGD
thousands

85.61%

INR
thousands

98.22%(10.62%)

GBP
thousands

100.00%Fujitec Taiwan Co., Ltd.
Fujitec Korea Co., Ltd..
Fujitec Singapore Corpn. Ltd. CORPN.
LTD.
Fujitec India Private Ltd. PRIVATE
LTD.
Fujitec UK Ltd.

300,000

27,220,000
5,290

4,952,951
12,516

Manufacture of elevators and otherequipment
Manufacture, sale, installation,
maintenance, and repair of elevators andescalators〃
Sales, installation, maintenance, and repairof elevators and escalators
Manufacture, sale, installation,
maintenance, and repair of elevators andescalators
Sales, installation, maintenance, and repairof elevators and escalators(Note) Figures in parentheses in the Ownership Ratio column indicate the percentage of indirect ownership.

(6). Main Business Lines
As a specialized manufacturer of elevators, escalators, and moving sidewalks, the Fujitec Group, consisting of
Fujitec Co., Ltd. and 40 affiliated companies (including 25 consolidated subsidiaries), is engaged in the integrated
business of manufacturing, sales, installation, maintenance, and repair on a global scale.
The Company has 2 manufacturing bases in Japan. Globally, group companies operate 10 manufacturing bases inNorth, Central America, East Asia, and South Asia, where elevators, escalators, and other products are
manufactured. Group company sales bases in Japan and overseas are engaged in the sales, installation,
maintenance, and repair of these products.

―28―

(7) Major Sales Offices and Factories

Subsidiaries

Fujitec Co., Ltd.

Head Office
Tokyo Head
Office591-1, Miyata-cho, Hikone, Shiga, Japan
1-17-3 Shirokane, Minato-ku, Tokyo, Japan

Sales Bases

Tokyo Metropolitan Area Control HQ (Minato-ku, Tokyo)
Osaka Metropolitan Area Control HQ (Osaka city, Osaka)
Hokkaido Branch (Sapporo city), Tohoku Branch (Sendai city), Hokushinetsu Branch (Kanazawa city),
Kitakanto Branch (Saitama city), Higashikanto Branch (Chiba city), Yokohama Branch (Yokohama city),
Shizuoka Branch (Shizuoka city), Nagoya Branch (Nagoya city), Kyoto/Shiga Branch (Kyoto city), Kobe
Branch (Kobe city), Chugoku/Shikoku Branch (Hiroshima city), Kyushu Branch (Fukuoka city),
Okinawa Branch (Naha city)
Other Sales Offices, Services Centers and Safenet Centers, Parts Supply Center

Manufacturing
Bases

Big Wing (Hikone city, Shiga)
Big Step (Toyooka city, Hyogo)

R&D Centers,
etc.

Product Development Center (Hikone city, Shiga)
Human Resources Development Center (Ibaraki city, Osaka/Ota-ku, Tokyo)

Overseas
Manufacturing
Bases

Fujitec America, Inc. (U.S.A.) Elevadores EV International, S.A. de C.V. (Mexico)
Fujitec India Private Ltd. (India)
Fujitec Express Limited (India)
Fujitec (HK) Co., Ltd. (Hong Kong)
Fujitec Taiwan Co., Ltd. (Taiwan)
Fujitec Korea Co., Ltd. (South Korea)
Huasheng Fujitec Elevator Co., Ltd. (China)
Shanghai Huasheng Fujitec Escalator Co., Ltd. (China)
Fujitec Shanghai Sourcing Center Co., Ltd. (China)

Overseas Sales
Bases

Fujitec Singapore Corpn. Ltd. (Singapore)
Fujitec Canada, Inc. (Canada)
Fujitec UK Ltd. (U.K.), 19 other bases

R&D Centers

Fujitec Shanghai Technologies Co., Ltd. (China)(8) Employees
a. Group employees
No. of Employees

Year-on-Year Change

11,818 persons

365(Note) The number of employees above represents the number of full-time employees, and does not include temporary employees.

b. Fujitec Co., Ltd. employees
No. of Employees

Year-on-Year Change

Avg. Age

Avg. Years of Service

3,252 persons+ 60

41.0 years-old

17.6 years(Note) The number of employees above represents the number of full-time employees, and does not include temporary employees.

(9) Major Lenders
LenderAmount of Loans

Mizuho Bank, Ltd.

3,447million yen(10) Other Matters Concerning the State of the Corporate Group
Receipt of the report on the results of the investigation by the Third-Party Committee into the obstructionof the candidates for directors at the Company's extraordinary general meeting of shareholders; report on
the results of the investigation by independent outside directors into related-party transactions, etc.; and theCompany's response to these reports
The Company held an extraordinary general meeting of shareholders on February 24, 2023. On the occasion ofthis meeting, the Company received information that certain candidates for directors in connection with theshareholder proposal were the target of acts that damaged or denigrated the qualifications, social credibility, andreputation of said candidates. The Company also received information that said candidates were intimidated orotherwise encouraged to decline their nominations for as directors for the Company's board of directors―29―

(hereinafter referred to as the "Allegations"). The Company determined that an investigation by a third-party
committee consisting solely of neutral and impartial outside experts independent of the Company was warranted,
and on April 13 of the same year, a third-party committee ("New Third-Party Committee") chaired by attorney
Takahiko Takayama was established in accordance with Guidelines for Third-Party Committees in Corporate
Scandals, issued by the Japan Federation of Bar Associations. The New Third-Party Committee proceeded to
conduct investigations and verifications.
On August 10, 2022, a third-party committee chaired by attorney Hideaki Kobayashi ("Former Third-Party
Committee") was formed to investigate related-party transactions and other acts ("Related-Party Transactions")
pointed out by certain Company shareholders. The Former Committee proceeded to conduct additional
investigations and verifications. On April 3, 2023, the Former Third-Party Committee informed the Company that
although the investigations had not been completed, the committee would decline to extend the term of its
contract, which was originally scheduled to expire on December 31, 2022 (in other words, the committee declined
to renew the contract). The Former Third-Party Committee pointed out that they could not establish a relationshipof trust with the Company as the reason for declining to renew the contract. We viewed this fact as a serious
matter, and, as a precursor to restructuring our internal controls and mechanisms to prevent recurrence, our
independent outside directors took the lead in hiring an outside attorney and conducting investigations andverifications of the various matters and underlying causes pointed out by the Former Third-Party Committee.
Further, although the Former Third-Party Committee did not complete its investigation, the Company considered
our response while carefully examining the effect of additional investigations, the potential to clarify the cases athand, and the cost of investigations, etc., with respect to related-party transactions and other allegations with aview toward the legalities and importance of corporate governance. From the standpoint of the type of governancedemanded of the Company, we proceeded with a follow-on investigation, also led by independent outside
directors who hired outside experts to investigate to the extent possible given certain constraints.
On December 19, 2023, we received a report from the New Third-Party Committee containing the results of its
investigation into Allegations. We also received a report from the independent outside directors on the results of
their respective investigations into the matters pointed out by the Former Third-Party Committee and the followon into related-party transactions, etc. After receiving these reports, the Company determined a response. The
details of these matters have been published on the Company's website athttps://www.fujitec.com/common/fjhp/doc/top_global/document/irnews/3340/231219_Notice%20Concerning%20
Receipt%20on%20Investigation%20Results%20etc.pdf
The Company considers as serious matters the facts, underlying causes, and recommendations for preventing
recurrence as conveyed by the New Third-Party Committee and our independent outside directors regarding
Allegations and related-party transactions, respectively. We intend to formulate concrete measures to prevent
recurrence. Specifically, we began revising basic corporate governance policies, developing rules for related-party
transaction rules, and creating contingency response manuals. The Company will continue to unite in efforts toregain the trust of our shareholders, business partners, and other stakeholders.

―30―

2. Matters Concerning Stocka. Total number of authorized shares

300,000,000 sharesb. Total number of shares issued

78,030,615 shares(excluding 869,385 shares in treasury stock)8,062

c. Number of shareholders(Note) Quarterly changes are as described below.
March, 31, 2023

6,859

June, 30, 2023

4,289

September, 30, 2023

4,446

December 31, 2023

4,702

March, 31, 2024

8,062

d. Major shareholders (Top 10)
Equity in Fujitec
Name of Shareholders

Number ofshareholding
thousand shares

Ratio of shareholding%

Uchiyama International Co., Ltd.

5,043

6.46

The Master Trust Bank of Japan, Ltd. (Trust Account)

4,690

6.01

GOLDMAN SACHS INTERNATIONAL

4,028

5.16

Morgan Stanley MUFG Securities Co, Ltd.

3,784

4.85

Resona Bank, Ltd.

3,079

3.95

MOJAVE INVESTORS LTD.
BNP PARIBAS LONDON BRANCH FOR PRIME BROKERAGE
SEGREGATION ACC FOR THIRDPARTYUBS AG LONDON A/C IPB SEGREGATED CLIENT ACCOUNT

2,759

3.54

2,620

3.36

2,534

3.25

OASIS JAPAN STRATEGIC FUND LTD.

2,472

3.17

Santo Co., Ltd.

2,386

3.06

(Note) Ownership Ratio in the table above represents the ratio of shares held to the total number of issued shares, excluding 869,385 shares in treasury stock.

e. Shares granted to Company officers as of the end of the current fiscal year as compensation for the performanceof duties
The Company has adopted a restricted stock compensation plan, and the details of stock compensation granted toCompany officers as compensation for the execution of their duties during the fiscal year under review are as follows.
Classification

No. of sharessharesDirectors (excluding outside directors)

2,829

No. of eligible persons
persons3(Notes) 1. The shares noted above were delivered via the disposal of treasury stock having a disposal date of August 18, 2023.
2. In addition to the foregoing, a total of 4,481 shares of treasury stock were issued as of the date of disposal, August 18, 2023, to 21 operating officers
who did not concurrently serve as directors.

―31―

3. Matters Concerning Company Officers(1) Directors and Members of the Audit & Supervisory Board
Positions

Name

Representative Director,
President and CEO
Representative Director
Senior Executive
Director

Takashige Nakajima

Director

Kazuhiro Mishina

Director

Kaoru Umino

Director

Torsten Gessner

Director

Clark Graninger

Director

Ako Shimada

Director

Anthony Black

Member of the Audit &Supervisory Board(Standing)Member of the Audit &Supervisory Board(Standing)Member of the Audit &Supervisory Board
Member of the Audit &Supervisory Board

Status of Responsibilities and Important Concurrent Positions

Masayoshi Harada

Kosuke Sato

In Charge of Engineering & Production General Manager
In Charge of Administration Division, General Manager of Finance HQProfessor, Kobe University, Graduate School of Business Administration
Substitute Audit & Supervisory Board Member, Sumitomo Metal Mining Co.,Ltd.
Partner, DLA Piper Tokyo Partnership Foreign Law OfficeMember of the board of directors (Director) of Lawyers for LGBT and Allies
Network

Managing Director, WealthPark Capital, Inc.
Representative Director, COO/CFO, Reboot K.K.
Vice President, General Counsel and Corporate Secretary, Ushio America, Inc.
Outside Director, KA Imaging Inc.
General Counsel, Ushio Europe B.V.
President (Service) Husky Injection Molding Systems, Ltd.

Yasuo Utsunomiya
Takeharu Igaki
Tatuo Ikeda
Yoshiyuki Yamasaki

Foreign Law Joint Enterprise, Kitahama Partners, Of Counsel
Certified Public Accountant, Office of Yoshiyuki Yamasaki
Outside Director, Audit and Supervisory Committee Member, Tokyo Rakutenchi
Co., Ltd.

(Notes) 1. Directors Kazuhiro Mishina, Kaoru Umino, Torsten Gessner, Clark Graninger, Ako Shimada and Anthony Black are outside directors as stipulated
in the Companies Act, and Members of the Audit & Supervisory Board Tatsuo Ikeda, and Yoshiyuki Yamasaki are outside members of the Audit &Supervisory Board as stipulated in the Companies Act.
Also, Kazuhiro Mishina, Kaoru Umino, Torsten Gessner, Clark Graninger, Ako Shimada, Anthony Black, Tatsuo Ikeda, and Yoshiyuki Yamasaki
have been designated as independent directors* based on the provisions of Tokyo Stock Exchange, Inc., and we have reported such to theexchange.
2. Directors Kazuhiro Mishina, Kaoru Umino, Torsten Gessner, Clark Graninger, Anthony Black, and Members of the Audit & Supervisory Board
Tatsuo Ikeda and Yoshiyuki Yamasaki do not have any special conflict of interest with the Company.
3. Ms. Shimada is a Vice President, General Counsel and Corporate Secretary of Ushio America, Inc. and General Counsel of Ushio Europe B.V.
There is a business relationship between parent company USHIO Inc. and the Company related to installation, maintenance, and other services
ordered in relation to our products. Net sales to these subsidiaries in the Company's 77th fiscal year were 1 million yen.
4. Member of the Audit & Supervisory Board Yasuo Utsunomiya has a great deal of experience in general affairs, human resources, legal affairs, andother management areas as an operating officer. He has considerable knowledge of corporate management in general.
5. Member of the Audit & Supervisory Board Takeharu Igaki has held key positions in the financial and accounting operations of the Company and
our Chinese subsidiaries, and has considerable knowledge of finance and accounting matters.
6. Member of the Audit & Supervisory Board Tatsuo Ikeda has a wealth of experience and insight from his important roles as a university professor,
attorney, and involvement in local government councils. He is familiar with corporate legal affairs, and has considerable knowledge of corporate
management in general, including finance and accounting.
7. Member of the Audit & Supervisory Board Yoshiyuki Yamasaki is familiar with practical business in corporate auditing, acquisition investigations,and more as a certified public accountant, and has considerable knowledge of finance, accounting and tax affairs.
8. Changes in the Current Fiscal Year were as follows.
(Appointment) Directors Masayoshi Harada, Takashige Nakajima, Kosuke Sato, Anthony Black and Member of the Audit & Supervisory Board
Takeharu Igaki were elected and appointed at the 76th Ordinary General Meeting of Shareholders, held on June 21, 2023.
(Resignation) As of the conclusion of the 76th Ordinary General Meeting of Shareholders held on June 21, 2023, directors Takao Okada, Takashi
Asano, Masashi Tsuchihata and Member of the Audit & Supervisory Board Satoshi Hiramitsu have completed their terms and resigned
their positions.

―32―

9. Changes in Responsibilities and Important Concurrent Positions of Members of the Audit & Supervisory Board Occurring After the End of the Current
Fiscal Year are as follows.
Name

Yoshiyuki
YamasakiAfter Change

Before Change

Date of Change

Certified Public Accountant,
Office of Yoshiyuki Yamasaki

Certified Public Accountant, Office of Yoshiyuki
YamasakiOutside Director, Audit and Supervisory
Committee Member, Tokyo Rakutenchi Co.,Ltd.

April, 26, 2024

10. The Company has entered into the indemnification agreement stipulated in Article 430-2, Paragraph 1 of the Companies Act with directors
Masayoshi Harada, Takashige Nakajima, Kosuke Sato, Kazuhiro Mishina, Kaoru Umino, Torsten Gessner, Clark Graninger, Ako Shimada andAnthony Black and members of the Audit & Supervisory Board Yasuo Utsunomiya, Takeharu Igaki, Tatuo Ikeda and Yoshiyuki Yamasaki,
whereby the Company will indemnify them for expenses under Item 1 and losses under Item 2 of this Paragraph to the extent permitted by law. In
order to ensure that such indemnification agreements do not impair the appropriateness of the execution of duties, the Company does not indemnify
each director or corporate auditor for losses, etc. for which he/she is liable due to malicious intent or gross negligence in the performance of his/herduties.
11. The Company entered into a liability insurance contract for officer and director liability insurance as provided in Article 430-3.1 of the Companies
Act for Company and subsidiary directors and members of the Audit & supervisory Board as insured parties. The contract covers the amount ofcompensation, costs of disputes, etc., in the event that an insured party is subject to a claim of liability for damages arising from the execution of
his or her duties. The Company bears the cost of all insurance premiums. To ensure the proper execution of duties by the insured parties, thecontract in question establishes a certain deductible amount, and any damages not reaching this deductible amount are not covered. In addition,certain exemptions exist, including the non-payment for damages caused by the commission of a crime or other violation of laws and regulations.
(*Standards for appointment of independent directors)
Having provided an explanation to independent directors at a meeting of the board of directors, the Company may, upon gaining the understanding,recommendation, or agreement of said independent directors, appoint an individual as independent director who is not subject to any of the items
below. The Company may also appoint such an individual who is subject to any of the items b. through h. below if the Company has reason tobelieve said individual possesses the ability to make appropriate independent decisions in light of the individual’s character, expertise, etc., said
individual may be appointed independent director pursuant to a resolution of the board of directors, under the condition that said reasoning has been
explained externally.
a. An executive director, executive officer, or manager or other employee of the Company or any of its subsidiaries (or a person who has held anequivalent position within the past 10 years)
b. (i) A person who is a shareholder owning 10% or more of Company voting shares, or, when said shareholder is a corporation owning 10% ormore of Company voting shares, a director, member of the Audit & Supervisory Board, accounting advisor, executive officer, executive
director, or manager or employee of said parent company or important subsidiary (or person who has held an equivalent position within thepast five years)(ii) A person who is a director, member of the Audit & Supervisory board, accounting advisor, executive officer, executive director, ormanager or employee of a company of which the Company owns 10% or more of voting sharesc. (i) A person who has paid the Company an amount representing 2% or more of the Company’s consolidated net sales related to business
transactions with the Company in the current fiscal year (or a party who has paid an equivalent or greater annual amount in any of the mostrecent three fiscal years of the Company)(ii) A person to whom the Company or a Company subsidiary has paid an amount representing 2% or more of said person's consolidated net
sales related to business transactions with said person in the current fiscal year (or a person to whom the Company has paid an equivalent or
greater annual amount in any of the most-recent three fiscal years of said person)(iii) In the case where the person related the transaction referred to in (i) or (ii) above is a corporation, the executive director, executive officer,
corporate officer, or manager or other employee of the said company, its parent company, or important subsidiaryd. Directors, officers, or employees in charge of business execution at public interest foundations, public interest incorporated associations, nonprofit corporations, or other organizations that have received donations or grants from the Company or its subsidiaries in excess of an averageof 10 million yen per year or 30% of the annual total expenses of said organization, whichever is greater, over the past three years
e. Directors, corporate auditors, accounting advisors, executive officers, or corporate officers of companies or their subsidiaries that accept fulltime or part-time directors from the Company or its subsidiaries
f. Directors, corporate auditors, accounting advisors, executive officers, corporate officers, managers, or other employees of financial institutions
or other major creditors, or their parent companies or important subsidiaries, who are indispensable to the Company's financing and on whom
the Company depends to the extent that there is no substitute available (or who have held an equivalent position in the past three years)
g. (i) A representative, partner, or employee (or person involved in actual, not auxiliary, services) of an audit corporation of the Company orCompany subsidiary or certified public account, tax accountant, audit corporation, or tax accountant corporation involved in the accounting of
the Company or Company subsidiary (or person who has held an equivalent position within the past three years)(ii) Lawyers, certified public accountants, tax accountants, or other consultants not subject to (i) above, who have received monetary or otherfinancial benefits from the Company or company subsidiary in the amount of 10 million yen or more per year on average for the past three
years(iii) A person who is a representative, partner, associate, or employee of a law firm, audit corporation, tax accountant corporation, consulting
firm, or other professional advisory firm not subject to either (i) or (ii) above, who has received payments from the Company or Company
subsidiary in an amount of 2% or more of total net sales on average over the past three years
h. A spouse, relative within the second degree of kinship, or relative living in a household with a person subject to any of the items a. through g.
above, or a person whose spouse, relative within the second degree of kinship, or relative living in the same household is subject to any of theitems a. through g. above
i. A person who may have a permanent and substantial conflict of interest with the Company’s general shareholders for reasons other than thoseconsidered in items a. through h. above―33―

(2) Matters Concerning Outside Officers
a. Relationships between the Company and entities in which an outside officer holds an important concurrent
position
Relationships between the Company and entities in which outside officers serve in concurrent positions are asprovided in (1) Directors and Members of the Audit & Supervisory Board above.
b. Relationship with the Company or a Company Specified Related Business Entity
To the best of the Company’s knowledge, no outside officers are spouses or relatives within the third degree ofkinship to executives or officers (excluding officers who are executives) of the Company or a Company specified
related business entity
c. Status of Major Activities During the Current Fiscal Year
Positions

Name

Kazuhiro Mishina

Kaoru Umino

Ms. Umino attended all 12 meetings of the board of directors held during the current fiscal
year, and made appropriate remarks on agenda items and deliberations, mainly inmanagement overall. Ms. Umino has provided leadership and led governance reforms aschairwoman of the board of directors, and she continues to provide useful suggestions andadvice on ESG and sustainability issues.

Torsten Gessner

Mr. Gessner attended all 12 meetings of the board of directors held during the current
fiscal year, and made appropriate remarks on agenda items and deliberations, mainly inmanagement overall. As a member of the Nomination and Compensation Advisory
Committee, Mr. Gessner has actively participated in all activities of the Committee,
including the search for and selection of candidates for internal and outside directors andthe design of their compensation. He has contributed significantly to the growth of ourbusiness through his global leadership experience and network in the elevator industry.

Outside Director

Clark Graninger

Ako Shimada

OutsideMembers of the
Audit &
Supervisory
Board

Status of Major Activities and Summary of Duties Performed With Respect to the Expected
Role
Mr. Mishina attended all 12 meetings of the board of directors held during the current
fiscal year, and made appropriate remarks on agenda items and deliberations, mainly inmanagement overall. As the Chairman of the Nomination and Compensation Advisory
Committee, Mr. Mishina has actively participated in all aspects of the said Committee,
including the search for and selection of candidates for internal and outside directors anddesigning of compensation. He has continued to contribute to the expansion of the
management structure enhancement and enhancement of governance.

Mr. Graninger attended all 12 meetings of the board of directors held during the current
fiscal year, and made appropriate remarks on agenda items and deliberations, mainly inmanagement overall. Mr. Graninger has pursued governance reform through leadership inshareholder relations, and he continues to contribute to the planning of measures thatenhance our corporate value.
Ms. Shimada attended all 12 meetings of the board of directors held during the current
fiscal year, and made appropriate remarks on agenda items and deliberations, mainly inmanagement overall. As a member of the Nomination and Compensation Advisory
Committee, Ms. Shimada has actively participated in all activities of the committee,
including the search for and selection of candidates for internal and outside directors andthe design of their compensation. She has contributed to governance reforms and thestrengthening of group management, compliance, and risk management based on her
extensive experience in group management of global companies.

Anthony Black

After assuming the position of Director, Mr. Black attended all 9 meetings of the board of
directors held during the current fiscal year, and made appropriate remarks on agenda
items and deliberations, mainly in management overall. Mr. Black has contributed to thereview of our business strategy by providing advice based on his extensive knowledge ofthe elevator industry in Japan and overseas.

Tatsuo Ikeda

Mr. Ikeda attended 12 of the 12 meetings of the board of directors and 14 of the 15
meetings of the Audit & Supervisory Board held during the current fiscal year, and wasproactive in making remarks from his specialized standpoint as an attorney.

Yoshiyuki Yamasaki

Mr. Yamasaki attended all 12 meetings of the board of directors and all 15 meetings of the
Audit & Supervisory Board held during the current fiscal year, and was proactive inmaking remarks from his specialized standpoint as a certified public accountant.

(Note) Mr. Kazuhiro Mishina, Chairman of the Nomination and Compensation Advisory Committee, an advisory body to the board of directors, Mr. Torsten
Gessner, and Ms. Ako Shimada, members of the same committee, attended all 3 meetings of said committee held during the fiscal year under review.

―34―

(3) Remuneration of Directors and Members of the Audit & Supervisory Board for the Current Fiscal Yeara. Matters concerning resolutions of the general meeting of shareholders for remuneration of directors andmembers of the Audit & Supervisory Board
At the 75th Ordinary General Meeting of Shareholders, held on June 23, 2022, shareholders approved
remuneration for company directors up to an amount of 550 million yen per annum (of which, the annual amountfor outside directors is up to 100 million yen, and from which the employee salaries of employee-directors are
excluded). As of the conclusion of the Ordinary General Shareholders’ Meeting in question, Fujitec had nine
directors (six of whom were outside directors). The amount of the annual retainer for corporate auditors was set at
60 million yen or less at the 60th Ordinary General Meeting of Shareholders held on June 27, 2007. As of theconclusion of the Ordinary General Shareholders’ Meeting in question Fujitec had three members of the Audit &Supervisory Board.
Separate from this monetary remuneration, a resolution was passed at the 74th Ordinary General Meeting of
Shareholders held on June 22, 2021 to grant restricted stock compensation to the Company's directors (excluding
outside directors) in accordance with the activities of their duties and their contribution to the Company's businessperformance, etc. The amount of restricted stock compensation and the number of shares to be granted shall be no
more than ¥100 million per year (not including employee salaries for directors who also serve as employees) andno more than 200,000 shares per year. With this resolution, the stock compensation-type stock option plan
approved at the 66th Ordinary General Meeting of Shareholders held on June 25, 2013 (under which stockacquisition rights shall be issued at an annual amount not exceeding ¥100 million) was abolished, except for thoseshares already granted. As of the conclusion of the Ordinary General Shareholders’ Meeting in question, Fujitec
had four directors (excluding outside directors).
At the extraordinary general meeting of shareholders held on February 24, 2023, the amount of individual baseremuneration for each newly appointed outside director will be set at 12,500,000 yen per person per fiscal year.
Shareholders resolved to grant post-delivery stock-based remuneration to outside directors (not limited to newly
appointed outside directors) as medium-term incentive compensation. No share price conditions have been set for
said post-delivery stock-based remuneration. As of the conclusion of the extraordinary general meeting ofshareholders in question, Fujitec had six outside directors (four of whom were new outside directors).
b. Matters concerning policies for deciding details of individual director compensation
With regard to policy for decisions on systems related to director compensation (excluding outside directors) andagenda submission to the General Meeting of Shareholders, the Company shall make decisions via resolution of
the board of directors, more than half the membership of which shall consist of independent outside directors. The
basic policy in question shall be to provide incentives for improving the corporate value of the Company on an
ongoing basis, as well as to encourage a greater sense of shared value with shareholders. An overview of thisdecision-making policy is as follows.
(i) For performance-linked remuneration (bonuses) and remuneration other than performance-linked (baseremuneration and the granting of restricted stock-based compensation), performance of duties andcontribution level to business performance shall be evaluated at a target ratio of approximately 1:2.
(ii) For fixed monthly monetary remuneration, base remuneration paid to each director shall be calculated inconsideration of examples at other companies, as well as in consideration of the responsibilities, activity
status, etc., of each individual director.
(ⅲ) Restricted stock will be granted in according to issuance price, timing, and conditions as determined byresolution of the board of directors in accordance with the activities of each director in his or her assigned
duties and the degree of contribution to business performance.
(iv) To motivate directors to improve performance in the short to medium term, bonuses for performance-linked
remuneration to be paid within four months after the end of the current fiscal year shall be determined basedon operating income of the previous fiscal year as a performance indicator. The amount to be paid to eachindividual shall be determined in accordance with the activities of each director in charge and their degree ofcontribution to business performance, etc.
The table below shows target and actual operating income for each fiscal year from fiscal 2016 through fiscal
2023 (current fiscal year under review). The table also shows the number of directors eligible for performancelinked remuneration and the total amount of remuneration paid.

―35―

Number of Directors Eligible
for Performance-Linked
Remuneration

Operating income (million yen)

Fiscal Year

TargetActualAchievement
Level

Fiscal YearNo.

Total Remuneration to Directors Eligible for
Performance-Linked Remuneration (million yen)
Base
Compensation

Bonuses

TransferRestricted Share
Compensation

Total

Fiscal 2022
(Period 76)

6,300

2,111

33.5%

Fiscal 2023
(Period 77)

6

103

57

10

170

Fiscal 2021
(Period 75)

5,400

5,440

100.7%

Fiscal 2022
(Period 76)

4

104

27

11

143

Fiscal 2020
(Period 74)

5,000

5,330

106.6%

Fiscal 2021
(Period 75)

5

145

71

16

232

Fiscal 2019
(Period 73)

5,200

4,891

94.1%

Fiscal 2020
(Period 74)

4

150

69

－

219

Fiscal 2018
(Period 72)

5,800

5,206

89.8%

Fiscal 2019
(Period 73)

4

163

67

－

231

Fiscal 2017
(Period 71)

5,700

5,728

100.5%

Fiscal 2018
(Period 72)

4

156

67

－

224

Fiscal 2016
(Period 70)

5,200

5,445

104.7%

Fiscal 2017
(Period 71)

5

144

67

－

212

Fiscal 2015
(Period 69)

5,400

5,199

96.3%

Fiscal 2016
(Period 70)

4

130

73

－

204

The details of remuneration for individual directors described above have been discussed at a meeting of the boardof directors, consisting of a majority of independent outside directors. Further, since February 2021, we haveconducted a comprehensive review of said details, including a review by the Nomination and Compensation
Advisory Committee on the consistency of decision policies. With due respect given to the content of this report,
we have determined that the details described above are consistent with the decision policy in question.
c. Matters concerning delegation of decisions on individual director compensation
Through June 20, 2023, the board of directors delegated to Company president Takao Okada the decision for
amounts within the scope of the annual amount of remuneration, etc., per resolution of the General Meeting of
Shareholders and in accordance with the policy decided by the board of directors. This delegation of authority was
made in the belief that it is optimal for the president to evaluate the activities, responsible duties, contributions,etc., of each director from a high-level view of the overall performance of the Company (the board of directors
will determine the amount of remuneration, etc., of individual directors for payment on and after June 21, 2023).
We have also obtained advice and findings from the Nomination and Compensation Advisory Committee toensure appropriateness and transparency.
In April 2023, the board of directors received reports from and consulted with the committee. The Board resolved
to pay individual basic remuneration to outside directors who will be in office after March 2023, 12,500,000 yen
per director per fiscal year, calculated on a monthly basis.

―36―

d. Total Amount of Remuneration of Directors and Members of the Audit & Supervisory Board
Total amount of remuneration by typeClassification of
officers

Number of
officers
coveredBase
Compensation
million yen

Director(Outside directors,
included)
Member of the Audit& Supervisory Board(Outside members,
included)
Total

performance-linked
remuneration, etc.
Bonusesmillion yen

Non-monetary remuneration, etc.
TransferRestricted Share
Compensation
million yen

Post-delivery
stock-based
compensation
million yen

Totalamount of
remuneration

million yen

12
(6)

175
(72)

57
(－)

10
(－)

28
(28)

271
(100)

5
(3)

54
(19)

－
(－)

－
(－)

－
(－)

54
(19)

17

230

57

10

28

325

(Notes) 1. Amounts paid to directors do not include the portion of salaries representing employee compensation for directors who serve concurrently as
employees, nor expenses incurred in directors’ execution of duties.
2. The number of directors and their remuneration includes the number of individuals and amount paid to three directors who retired during the current
fiscal year (zero outside directors).
3. The number of Corporate Auditors and their remuneration includes the number of individuals and amount paid to one Corporate Auditor who retired
during the current fiscal year (one Outside Corporate Auditor).
4. As of the conclusion of the 60th Ordinary General Meeting of Shareholders held on June 27, 2007, the company has abolished the directors’
retirement benefits system.
5. The amount of bonuses is the provision for director bonuses for the current fiscal year.

―37―

4. Matters Concerning Financial Statement Auditors(1) Name Grant Thornton Taiyo LLC(2) Amount of Remuneration
Classification

Amount of Remuneration

Amount of Remuneration for the Current Fiscal Year34 million yen

Total Amount of Monetary and Non-Monetary Benefits Payable by the Company and its
Subsidiaries to the Financial Statement Auditor

34 million yen(Notes) 1. After submission and reports of necessary materials from the financial statement auditor and related departments within the Company, the Audit &Supervisory Board checks and examines the appropriateness of the contents of the financial statement auditor's audit plan and the performance offinancial statement audit duties, as well as the basis for the auditor's calculations made in remuneration estimates. As these checks and examinations
have resulted in the Audit & Supervisory Board's determination that these items are appropriate, we have agreed upon a remuneration amount for thefinancial statement auditor.
2. The audit agreement between the Company and the financial statement auditor does not and cannot classify audit fees for audits under the Companies
Act and the Financial Instruments and Exchange Act. Accordingly, we have listed the total fee herein.
3. Fujitec (HK) Co., Ltd. and 12 other substantial subsidiaries of the Company are audited by certified public accountants (or audit corporations) otherthan the Company's financial statement auditor.
4. Three subsidiaries of consolidated subsidiary Fujitec Singapore Corpn. Ltd. and one subsidiary of Fujitec Argentina S.A., as well as Fujitec America,
Inc., Fujitec Korea Co., Ltd. and Fujitec Shanghai Sourcing Center Co., Ltd. have paid remuneration of 43 million yen for audit attestation work andremuneration of 2 million yen for non-audit work to Grant Thornton, which belongs to the same network as the Company's financial statement auditor(3) Policy for Determination of Dismissal or Non-Reappointment of Financial Statement Auditor
The Audit & Supervisory Board shall dismiss the financial statement auditor with the consent of all of its
members at such time as the financial statement auditor becomes subject to any of the items of Article 340-1 of
the Companies Act. In addition, if it is recognized that the financial statement auditor is impeded in theperformance of their duties, or if it is deemed appropriate to change the financial statement auditor to improve theappropriateness of audits, the Audit & Supervisory Board shall determine the content of the resolution regarding
the selection, dismissal, or non-reappointment of the financial statement auditor.
(4) Matters related to orders of suspensions of business operations that Financial Statement Auditor received in thepast two years
The following is a summary of disciplinary actions announced by the Financial Services Agency on December 26,
2023.
i. Subject of the disciplinary action
Grant Thornton Taiyo LLC
ii. Details of the disciplinary action
・Suspension of business operations related to the signing of new contracts for three months (from January 1,
2024, to March 31 of the same year. However, this disciplinary action exempts term renewals of audit
engagement contracts and new audit engagement contracts in connection with initial public offerings forauditees with whom audit engagement contracts are already signed.)
・Business improvement order (improvement of business management systems)
・The prohibition of any member who has a significant responsibility for the reason for the disciplinary action
from being involved in a part of the audit firm's business (examination related to audit services) for threemonths (from January 1, 2024, to March 31 of the same year)iii. Reason for disciplinary action
In the audit of the amendment reports of other companies, two certified public accountants, who are members of
the same audit firm, failed to exercise due care and certified that the financial statements with material misstatements
were free from material misstatements.

―38―

5. Structures for Assuring the Appropriateness of Business Operations
The Company’s board of directors have made a resolution as follows regarding the Basic Policy for Internal
Controls. Based on this policy, the Company has established structures for assuring the appropriateness ofbusiness operations
1. Structures to ensure that the execution of duties by the directors and employees of the Company and the
directors, etc., and employees of the Company's subsidiaries comply with laws and regulations and the Articles
of Incorporationa. To enhance the soundness of Group management and operations, the Company shall establish Management
Philosophy, Management Personnel Philosophy, and a Corporate Code of Conduct, communicating thesestatements throughout the Company and its subsidiaries
b. The directors and operating officers of the Company and the directors, etc., of the Company's subsidiaries shalltake the initiative in executing and complying with Management Philosophy, Management Personnel
Philosophy, and Corporate Code of Conduct. Directors, etc., shall act in accordance with social norms andethics as members of society to form and maintain a sound corporate culture.
c. The board of directors of the Company shall make decisions on the execution of important business matters of
the Company in accordance with laws and regulations and the Articles of Incorporation, and shall supervise
the execution of duties by the directors of the Company. The board of directors of the Company shall makeappropriate and reasonable judgments and decisions by listening to the opinions of outside experts asnecessary, and by receiving fair and objective advice and opinions from outside members of the Audit &Supervisory board and outside directors.
d. The directors of the Company shall report to the board of directors of the Company immediately upon
discovery of any problems in the execution of their duties with respect to compliance with laws andregulations and the Articles of Incorporation.
e. The Company shall establish an Internal Audit Office as a department independent of departments in charge ofbusiness execution. To achieve management objectives effectively and in accordance with the Basic Rules forInternal Auditing, the Internal Audit Office shall evaluate and consider the effectiveness of risk management,
controls, and governance processes of the Company and its subsidiaries. The office shall provide opinions
based on such evaluation and consideration, carry out advice, recommendation and support for improvement,
and regularly report them to the board of directors.
f. To promote compliance through the Company group, the Company shall establish the Compliance Committee,
which will oversee the formulation and implementation of compliance programs, including guidance andeducation for employees.
g. With respect to unjust or improper acts, or potential unjust or improper acts, the Company shall collect andinvestigate information from employees who are unlikely to report improper or potentially improper acts
through the normal lines of business. The Company shall promote the establishment and use of internalreporting and consultation services throughout the group, including the main offices of the Company's
subsidiaries, to take appropriate corrective and remedial measures in the event of such acts.
h. To prevent harm to the Company caused by antisocial forces, the Company shall establish a policy to deal withunreasonable demands, including a policy to ignore unreasonable demands, communicating these policies toall employees.
2. Structures for the storage and management of information related to the execution of duties by directors
a. Information related to the execution of duties by the directors of the Company shall be made available forinspection at all times in accordance with the internal rules for document management, etc., which stipulate
the handling of information, storage method, storage period, etc.
b. To promote the appropriate handling and storage of information, prevent leakage, and detect the danger ofleakage at an early stage, the Company shall establish an Information Security Policy. The Company shallcommunicate this policy throughout the group and pursue measures that contribute compliance with the policyby establishing an Information Security Committee within the Company.
3. Regulations and other structures for managing the risk of loss to the Company and its subsidiaries
a. The Company shall formulate Risk Management Rules to define risk management within the Company and its
subsidiaries. The Company shall manage risks comprehensively across the group based on these rules.
b. The Company shall establish a Risk Management Committee, chaired by the president of the Company, to―39―

pursue group-wide risk management in the early detection and avoidance of the risk of loss to the Company
and its subsidiaries. In addition, the Company shall establish a Risk Management Steering Committee as anadvisory body to the Risk Management Committee. These committees shall be responsible for ensuring
effectiveness of the group-wide risk management.
c. If the Company or any subsidiary is expected to suffer damage due to natural disaster or other unexpected
event, the Company shall establish a special and temporary task force in accordance with Crisis Management
Rules and other internal regulations. The Company shall pursue measures promptly to prevent damages.
4. Structures to ensure the efficient execution of duties by the directors of the Company and the directors, etc., of
the Company's subsidiaries
a. The Company shall formulate a medium-term management plan for the group covering a period of three fiscal
years. To achieve this medium-term management plan, the Company shall determine important group-wide
performance targets and budget allocations for each fiscal year.
b. The Company shall delegate the business execution authority of directors to operating officers. The Company
shall clarify the duties and responsibilities of operating officers in accordance with resolutions of the board of
directors and internal regulations. Further, the Company shall establish an appropriate and efficient operating
officer system.
c. With respect to important issues that must be addressed to achieve the Company's management goals, operating
officers, etc., shall share and communicate information to the Global Management Committee and the
Operating Officers' Meeting. Reports or proposals shall be submitted to the board of directors as necessary,
after considering and deliberating on various measures related to the issues noted above.
d. The Company shall utilize information and communication facilities, including the Company’s intranet andvideo conferencing facilities, to ensure the smooth and prompt communication of information necessary to theduties of directors, for the mutual exchange of information, and to stimulate deliberations.
5. Structures for reporting to the Company on matters related to the execution of duties by directors, etc., of theCompany's subsidiaries and other structures for ensuring the appropriateness of operations of the corporategroup, which consists of the Company and its subsidiaries
a. In accordance with rules established by the Company, the Company shall receive reports of operating results,financial conditions, personnel affairs, and other important management matters of the subsidiaries from its
subsidiaries on a regular basis, and damages arising from a natural disaster or other unexpected event eachtime whenever they are expected to occur at subsidiaries. If, based on such reports, the Company recognizes
the need to address important issues to achieve the group's management objectives, the relevant operating
officers of the Company, etc., shall examine and deliberate on various measures related to such issues at the
Global Management Committee. The operating officers, etc., shall monitor, instruct, and supervise theexecution of business by the subsidiary as necessary.
b. When deemed particularly necessary for the business, etc., of a subsidiary, the Company's directors andoperating officers, etc., shall be seconded or dispatched to the subsidiary to supervise and/or execute thebusiness.
6. Matters concerning employees assigned to assist in the duties of the members of the Audit & Supervisory Board,the independence of such employees from directors, and ensuring the effectiveness of instructions to such
employees
Employees assigned to assist members of the Audit & Supervisory Board in their duties shall be assigned
exclusively to a department that is independent of departments involved in business execution. Such employees
shall follow the instructions of the members of the Audit & Supervisory board in accordance with work rules
regarding such employees. Personnel evaluations, transfers and disciplinary actions of employees assigned toassist members of the Audit & Supervisory Board shall be conducted so as to give appropriate respect to theopinions of the members of the Audit & Supervisory Board.
7. Structures for reporting to members of the Audit & Supervisory Board by directors and employees, structures forreporting to members of the Audit & Supervisory Board by Company subsidiary directors, members of Audit &Supervisory Boards, individuals engaged in work as employees and other equivalent persons and employees, orindividuals receiving reports from such individuals, and other structures for reporting to members of the Audit& Supervisory Board and structures to ensure audits conducted by members of the Audit & Supervisory Board―40―

are performed effectively
a. The directors of the Company shall report to the members of the Audit & Supervisory Board immediately upon
discovery of any problems in the execution of their duties with respect to compliance with laws andregulations and the Articles of Incorporation.
b. In addition to attending meetings of the board of directors, members of the Audit & Supervisory Board may
attend other meetings, including the Global Management Committee, to gain an understanding of the status ofbusiness execution related to important matters and issues as listed in Paragraph 5, (a). Members of the Audit& Supervisory Board may inspect important documents related to business execution, including approval
documents, and may request explanations from directors, operating officers, etc.
c. Members of the Audit & Supervisory Board shall receive regular explanations from the independent accounting
auditor and the Internal Audit Office regarding their respective audit policies and implementation status.
Members of the Audit & Supervisory Board shall cooperate with these entities through the exchange of
information, etc.
d. The Internal Audit Office shall report to members of the Audit & Supervisory Board on the status of internal
audits, etc., regarding compliance, risk management, internal reporting, and consultation, etc., of the Company
and its subsidiaries on a regular and/or timely basis.
8. Structures to ensure that individuals reporting to the Audit & Supervisory Board are not treated unfairly inretaliation
In accordance with internal rules, the Company shall prohibit any officer or employee of the group who has
submitted a report to members of the Audit & Supervisory Board from being treated unfairly in retaliation.
Further, the Company shall properly manage the information of the individual in question and the content of said
report.
9. Procedures for prepayment or reimbursement of expenses incurred in the execution of duties by members of the
Audit & Supervisory Board and other policies related to the treatment of expenses or liabilities incurred in theexecution of such duties
a. To contribute to the smooth execution of the audit plan by members of the Audit & Supervisory Board, theCompany shall estimate in advance the expenses required for the duties under said plan and account for such
expenses in the annual budget.
b. With respect to the expenses or debts stipulated under each item of Article 388 of the Companies Act that are
incurred by members of the Audit & Supervisory Board during the execution of their duties, any request madeto the Company for advance payment of such expenses, reimbursement of expenses paid, or repayment tocreditors, the Company shall, after examination by the department in charge, pay the expenses, etc., of such
request without delay, unless it is clear that such expenses, etc., were/are not necessary for the execution of theduties of the members of the Audit & Supervisory Board in question.

―41―

6. Overview of the Operation Status of Structures for Assuring the Appropriateness of Business
Operations
The Company has implemented and operates in accordance with the aforementioned policies. The following is asummary of major initiatives conducted during the fiscal year under review. Since the COVID-19 pandemic, thedigitalization of socioeconomic activities has continued to accelerate through telework, remote communication,and other channels. Taking these environmental changes under consideration, we are reviewing and updating
various systems while engaging in appropriate information-sharing and communication methods within the
Company.
1. Compliance structure
The Compliance Committee held four meetings during the fiscal year under review to discuss and implement
policies for the Group, including the Company and its subsidiaries. In addition to disclosing the "Management
Philosophy," the "Management and Human Resources Philosophy," the "Corporate Code of Conduct," and otherrelated policies and regulations through the Group's website and by other means, we are working on establishingand updating a system for disseminating and effectively implementing compliance-related knowledge and otherrelated matters, and providing various training materials and information on the Compliance Consultation Desk,
an internal reporting hotline, and other consultation services to officers and employees working at major locationsin Japan and overseas.
Furthermore, in December 2023, we announced our response and began efforts in this regard, including specificmeasures to establish the highest standards of corporate governance.
2. Risk and information management structure
Based on the Group's risk management system and Risk Management Regulations, we formulated activity plans
and reviewed the results of the activities and risk assessments based on those plans during the current fiscal year.
Based on the risks identified through risk assessments conducted by each division and subsidiary, the Committee
reviewed and formulated the Group's annual risk countermeasure priorities at the beginning of fiscal year,
monitored the status of these activities, and evaluated them at the end of the fiscal year. For global corporations,
we have established a system based on the Fujitec Group Risk Management Policy, which provides the Fujitec
Group’s basic approach to risk management, and ensures proper management by requesting reports on risk
management. In addition, we formulate and practice appropriate policies based on the Crisis Management
Regulations. In September, we conducted a mock drill based on our business continuity plan (BCP), which
simulated an earthquake occurring in the Nankai Trough. Following the disclosure of governance measures in
December 2023, the Company decided to revise our existing takeover response manual (special edition) and todevelop a crisis response manual.
The Information Security Committee provides support and guidance, and engages in other activities related to thehandling and management of information within the group based on the Information Security Policy.
3. Audit system
To enhance monitoring by members of the Audit & Supervisory Board regarding the status of important business
operations and the progress of accounting audits and internal audits, standing members attend the Global
Management Meeting at which the operating officers in charge of the Group's major business areas report on thestatus of business operations. From the current fiscal year, members of the Audit & Supervisory Board havevisited overseas subsidiaries as necessary to investigate the status of their operations and assets. In addition, wemonitored the deliberations of important management issues by attending the Risk Management Committee
meeting. In addition, members of the Audit & Supervisory Board, independent accounting auditors, and auditors
assigned to the Internal Audit Office attend the Three-Party Audit Liaison Meeting on a regular basis to explain
the status of audits.

―42―

7. Basic Policy on Management Control(1) Basic policy overview
Since our inception in 1948, Fujitec Co., Ltd. has specialized in the manufacture of elevators, escalators andmoving walkways. The Company has global operations that include manufacturing, sales, and maintenanceservices.
Fujitec Group has 12 manufacturing bases and a large number of sales offices in 24 different countries and regions
worldwide. Our operating framework pursues the best possible performance in line with the goal of optimizing
consolidated financial results. This organization strives to conduct operations with deep local roots, whileproviding for collaboration among group companies on a global scale. Our group is dedicated to developing
products that target a diverse range of global market needs. At the same time, we pursue a global production andsourcing system by which group companies supply product parts and other items to each other to control expenses
and maintain outstanding quality. Through these efforts, we strive to improve our power to develop and supply
excellent products.
The Fujitec Management Philosophy is “Respecting people, technologies and products, we collaborate withpeople from nations around the world to develop beautiful and functional cities that meet the needs of a new age.”In the pursuit of this philosophy, we strive to satisfy all stakeholders, including shareholders, customers, users,
suppliers, residents of communities, employees and others, through sustained growth and consistent profitability;
cultivates advanced skills in R&D, manufacturing technologies and business field; supplies reliable, high quality
products. We offer a maintenance and modernization approach to build long-term, trusting relationships withcustomers and users. The above philosophy also supports our efforts to achieve the following goals through ourbusiness activities, to contribute to the industrial progress and economic growth of countries worldwide, to play apart in cultural enrichment and mutual understanding among peoples all over the world, and to promote the spiritof mutual harmony and prosperity with all stakeholders. We believe that the commitment of the entire Fujitec
Group to translating this philosophy into concrete action represents the source of the group’s corporate value, andwill lead to the preservation and enhancement of both our corporate value and our shareholders’ common
interests.
For these reasons, the Company believes that an entity or group attempting to make a large-scale purchase of
Fujitec stock that could be detrimental to the preservation and enhancement of corporate value and commonshareholder interests would not be appropriate for managing decision-making related to our financial affairs andbusiness activities.

―43―

(2) Overview of special initiatives to achieve the basic policyi. Outline of initiatives to utilize property effectively, to form an appropriate corporate group, and otherwiseachieve the basic policy
With the aim of realizing our basic policy on corporate control, we announced a new three-year medium-term
management plan, Vision24 Fujitec Medium-Term Management Plan (FY2022 - FY2024) in December 2021. In
March 2022, we published supplemental disclosure of Vision24 explaining specific measures and capital policies.
We intend to increase our market share by expanding our New Installation and Aftermarket Businesses as
described in Vision 24, as well as to ensure that we improve our profitability by expanding sales and promoting
cost reductions, as well as to improve management transparency. And in light of changes in the businessenvironment surrounding the Company, we announced a new five-year medium-term management plan in May
2024, Medium-Term Management Plan 2024-2028: Move On 5, which entails fundamental corporate reforms torealize the Company's latent value. In the new medium-term management plan, we will aim to evolve into an
excellent company as Fujitec reborn, in the spirit of Continuity and Change with the long-term vision of
establishing the industry's top trusted brand where everyone can experience the beauty and hospitality that only aspecialized Japanese manufacturer can provide. Through these efforts, we will continue to provide safe andreliable products to people around the world for the sustainable enhancement of our corporate value in the global
market. The strategic direction of Move On 5 is as described below.
Continuity...the essence of what we will continue to pursue without changing.
〇Pursue safety and security〇Focus on quality〇Develop human resources: Engage in product development in line with our philosophy of safety andsecurity, preventing failures or accidents.
: Conduct product development for the highest quality and ride comfort.
: Develop global human resources with the necessary skills and capabilities,
and foster a corporate culture that supports these human resources.

Change...new areas of focus〇Selection and consolidation: Define segments for regional businesses for improvement of companywide margins, allocate resources appropriately, and clarify the direction of
initiatives.
〇Strengthen group management : Improve the global organizational infrastructure for further growth.
: Establish the highest standards of corporate governance.
〇Improve governance andcommunication
ii. Overview of measures to prevent decisions on Company financial and business policies from being controlled
by persons who are inappropriate in consideration of the Basic Policy on Management Control
Fujitec will require any large-scale purchaser of company shares to provide information in a sufficient andnecessary manner to allow shareholders to make appropriate judgments as to the propriety of such large-scalepurchases, while also disclosing the opinions, etc., of our board of directors and securing time for our shareholders
to conduct a review. In this way and others, we will take appropriate measures based on the Financial Instruments
and Exchange Act, the Companies Act, and other relevant laws and regulations.

―44―Consolidated Balance Sheets(As of March, 31, 2024)(Millions of yen)Account

AmountAssetsCurrent assets
Cash and cash equivalents
Notes and accounts receivable-trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Other
Allowance for doubtful accounts

190,484
80,56085,141
3,672
4,322
12,922
7,653(3,789)Fixed assets
Property, plant and equipment
Buildings and structures
Machinery and equipment
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Goodwill
Other
Investments and other assets
Investments securities
Long-term loans receivable
Retirement benefit asset
Deferred tax assets
Other
Allowance for doubtful accounts

65,91739,547
19,844
5,551
2,869
7,256
2,380
1,645
6,036
2,210
3,826
20,334
11,770
1,171
980
3,580
3,505
(674)

Total assets

256,402

Account
Liabilities
Current liabilities
Notes and accounts payable-trade
Electronically recorded obligations-operating
Short-term debt
Accrued income taxes
Provision for bonuses
Provision for director bonuses
Provision for losses on construction contracts
Provision for warranties for completed
construction
Provision for shareholder benefit program
Advances from customers
Other
Non-current liabilities
Long-term debt
Deferred tax liabilities
Net defined benefit liability
Asset retirement obligations
Other
Total liabilities
Net assets
Shareholders' equity
Paid-in capital
Additional paid-in capital
Retained earnings
Treasury stock
Accumulated other comprehensive income
Valuation difference on available-for-salesecurities
Deferred gains or losses on hedges
Foreign currency translation adjustments
Remeasurements of defined benefit plans
Stock acquisition rights
Non-controlling interests
Total net assets
Total liabilities and net assets―45―

Amount
84,30418,181
4,116
5,733
4,431
3,173
57
10,227
2,234
127
20,99915,021
6,921
128
213
4,595
53
1,931
91,225
136,349
12,533
14,565
111,405(2,155)12,008
4,806
(125)
7,473
(146)
35
16,783
165,177
256,402

Consolidated Statements of Income(April 1, 2023 to March 31, 2024)(Millions of yen)Account

AmountNet sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Operating income
Other income
Interest income
Dividend income
Foreign exchange gain
Rent income
Miscellaneous income
Other expenses
Interest expenses
Provision of allowance for doubtful accounts
Miscellaneous loss
Ordinary income
Special gain
Gain on sales of property, plant and equipment
Gain on sales of investment securities
Special loss
Loss on sales of property, plant and equipment
Loss on retirement of property, plant and equipment
Impairment loss
Profit before income taxes
Income taxes expense
Income taxes for prior periods
Deferred taxes expense
Net income
Profit attributable to non-controlling interests
Profit attributable to owners of parent

229,401
180,994
48,407
33,835
14,571
2,429
261
752
189
999
387
13
86

5,363
466
4
19
607
4,775
605
148

―46―

4,632

486
18,717

5,830

631
23,916

5,529
18,387556
17,830Consolidated Statements of Changes in Shareholders’ Equity(April 1, 2023 to March 31, 2024)(Millions of yen)

Shareholders' equity
Paid-in capital
Balance at the beginning of the current
fiscal year

Additional paid-in
Retained earnings
capital12,533

Impact of provisional accounting treatment
finalization
Beginning balance reflecting provisional accounting
treatment finalization
Change during the current fiscal year

14,475

Treasury stock

Total Shareholders' equity(2,287)124,268

99,546(0)

12,533

14,475

Change in ownership interest of parent due totransactions with non-controlling interests
Dividends from surplus(0)99,545(2,287)124,26881

81(5,852)(48)(70)
17,830Changes in scope of consolidation
Effect of hyperinflation
Profit attributable to owners of parent
Purchases of treasury stock

8

Disposal of treasury stock
Net changes of items other than shareholders’equity－12,533

Total changes during the current fiscal year
Balance at the end of the current fiscal year89
14,565

11,859111,405(1)
133(5,852)(48)(70)
17,830(1)141

132(2,155)12,081
136,349

Accumulated other comprehensive income
Valuation
Deferred gains
difference onor losses onavailable-forhedges
sale securities

Balance at the beginning of the current
fiscal year
Impact of provisional accounting treatment
finalization
Beginning balance reflecting provisional
accounting treatment finalization
Change during the current fiscal year

2,426

Foreigncurrencytranslation
adjustments

(127)

2,098

Total
Stock
Remeasuremen accumulated acquisition
ts of definedotherrightsbenefit plans comprehensive
income

(768)

0
2,426

(127)

2,098

3,629

35

0
(768)

3,629

35

Noncontrollinginterests

Total net
assets

16,185

144,118(0)(0)

16,185

144,117

Change in ownership interest of parent due totransactions with non-controlling interests81(5,852)(48)(70)
17,830(1)
141

Dividends from surplus
Changes in scope of consolidation
Effect of hyperinflation
Profit attributable to owners of parent
Purchases of treasury stock
Disposal of treasury stock
Net changes of items other thanshareholders’ equity
Total changes during the current fiscal year
Balance at the end of the current fiscal year

2,379

1

5,375

622

8,379

－

598

8,977

2,379
4,806

1
(125)

5,375
7,473

622
(146)

8,379
12,008－35

598
16,78321,059165,177―47―

Notes to Consolidated Financial Statements
Significant matters that serve as the basis for preparing consolidated financial statements
1. Matters on the scope of consolidation(1) Number of consolidated subsidiaries and names of major consolidated subsidiaries
Number of consolidated subsidiaries: 25
Names of major consolidated subsidiaries
Fujitec America, Inc. (USA)Fujitec Singapore Corpn. Ltd. (Singapore)
Huasheng Fujitec Elevator Co., Ltd. (China)
Fujitec (HK) Co., Ltd. (Hong Kong)
Effective as of the current consolidated fiscal year, the Company included Elevadores EV International, S.A. de C.V. inthe scope of consolidation under The Americas and Europe segment due to the increased importance of the company inquestion. In addition, Stampede Elevator INC. was included in the scope of consolidation as it became a new subsidiaryfollowing the acquisition of all its outstanding shares through Fujitec Canada, Inc., a wholly owned subsidiary.
(2) Names of major non-consolidated subsidiaries
Major non-consolidated subsidiary: Fujitec Saudi Arabia Co., Ltd. (Saudi Arabia)
Reason for exclusion from scope of consolidation
All non-consolidated subsidiaries are small in scale, with none of total assets, net sales, net income (commensurate withequity holdings), or retained earnings (commensurate with equity holdings) exerting any important influence on
consolidated financial statements, and have therefore been excluded from the scope of consolidation.
2. Matters on application of the equity method(1) Number of non-consolidated subsidiaries for which the equity method is applied, and names of major companies
Not applicable.
(2) Names of non-consolidated subsidiaries for which the equity method is not applied
Non-consolidated subsidiaries for which the equity method is not applied (Fujitec Saudi Arabia Co., Ltd., etc.), when
considering indicators such as net income (commensurate with equity holdings) and retained earnings (commensuratewith equity holdings), would have minor impact on consolidated financial statements if excluded from application of theequity method and, further, are not important overall. Therefore, they have been excluded from the scope of applicationof the equity method.
3. Matters on accounting policies(1) Valuation standards and methods for significant assets
a. Valuation standards and methods for securities
Non-consolidated subsidiaries and affiliated companies…Moving average cost method
Other securities
・Items other than stocks, etc., with no market price …… Market value method (all valuation differences are reported as
a component of shareholders’ equity, and selling cost is
calculated by the moving average method)
・Stocks, etc., with no market price …… Moving average cost method
b. Valuation standards and methods for derivative…… Market value method
c. Valuation standards and methods for inventories
Costs calculated mainly via the specific identification method or gross average method (values on the balance sheet arecalculated by writing down the book value based on the decline in profitability).
(2) Depreciation/amortization method for significant depreciable/amortizable assets
a. Property, plant and equipment (excluding leased assets)
The straight-line method is primarily used.
Note that the most common useful life periods are as follows.
Buildings and structures
3-60 years
Machinery and equipment
2-20 years
Tools, furniture and fixtures
2-20 years
b. Intangible assets (excluding leased assets)
The straight-line method is applied.
Note that for software used in-house, the straight-line method based on the period of internal use (5 years) is used.
c. Leased assets
・Leased assets related to finance lease transactions without transfer of ownership
The straight-line method is used, the useful life is defined as the lease period, and zero residual value is assumed.
For some foreign subsidiaries, financial statements are prepared in accordance with IFRS or U.S. GAAP, and either
IFRS 16 (Leases) or ASU No. 2016-02 (Leases) is applied. In accordance with IFRS 16 or ASU No. 2016-02, lessees are
generally required to recognize all leases as assets and liabilities on their balance sheets.

―48―

(3) Standards for the recognition of significant allowancesa. Allowance for doubtful accounts …… To prepare for bad debt expenses on receivables such as accounts receivable andloans receivable, the Company records an allowance for doubtful accounts based on
the historical write-off rate for ordinary receivables. The estimated amount of
unrecoverable debt is recorded based on the recoverability of individual cases for
specified receivables such as debt with a possibility of default.
b. Provision for bonuses…… The Company provides an allowance for the payment of bonuses to employees
based on the estimated payment amount.
c. Provision for director bonuses …… The Company provides an allowance for the payment of bonuses to directors at an
amount based on the estimated payment amount.
d. Provision for losses on…… To prepare for future losses related to ordered work, loss is expected among theconstruction contracts
undelivered work at the end of the current consolidated fiscal year, and an estimatedloss amount is recorded for work where this amount can be reasonably estimated.
e. Provision for warranties for…… To cover uncharged compensation costs related to completed work, an estimatedcompleted construction
amount of uncharged compensation costs expected to occur in the future is recorded
against net sales of completed work.
f. Provision for shareholder benefit …… The Company records an allowance for expenses expected to be incurred under the
programshareholder benefit program.
(4) Other significant matters for preparing consolidated financial statements
a. Matters on the fiscal years of consolidated subsidiaries
The fiscal year for all consolidated subsidiaries closes on December 31. In preparing consolidated financial statements,
financial statements as of this day are used, making necessary adjustments for important transactions occurring between
this day and the consolidated closing date.
b. Standards for recognition of significant revenue and expenses
・New installation work
The Company is engaged in the construction of new elevators, escalators, and other equipment. The Company
recognizes revenue based on the progress of completion of performance obligations for construction contracts over acertain period of time. The Company measures progress based on the percentage of construction costs incurred by theend of each reporting period compared with the total expected construction costs. In addition, certain foreign subsidiaries
recognize revenues from sales of equipment and installation of equipment under an integrated contract at a single point
in time when the equipment is delivered to the customer, and recognize revenues related to the installation of theequipment based on percentage of completion related to the satisfaction of performance obligations over a specified
period of time. The Company measures progress based on the percentage of construction costs incurred by the end ofeach reporting period compared with the total expected construction costs.
・Modernization projects
The Company performs modernization work on elevators, escalators, and other equipment. The Company recognizes
revenue based on the progress of completion of performance obligations for construction contracts over a certain periodof time. The Company measures progress based on the percentage of construction costs incurred by the end of eachreporting period compared with the total expected construction costs.
・Maintenance
The Company provides maintenance services for elevators, escalators, and other equipment. The Company recognizes
revenue for such contracts based on the percentage of completion related to the satisfaction of performance obligations
over a specified period of time. We measure progress for these services based on elapsed time.
・Repairs
The Company performs repair work on elevators, escalators, and other equipment. The Company recognizes revenue forsuch contracts at the point in time in which work is completed.
c. Accounting treatment for defined benefits
To prepare for defined benefits for employees, an amount is recorded based on the expected amount for the current
consolidated fiscal year, subtracting pension assets from defined benefit obligations.
・Method for period attribution of expected defined benefit amount
When calculating defined benefit obligations, the method of attributing expected defined benefit amounts to the period
up to the end of the current consolidated fiscal year shall be based on the benefit formula.
・Method for amortization of actuarial variances and expenses for past service
Actuarial variances are amortized by the straight-line method over a fixed number of years (10 years) within the averageremaining service period of employees at the time of occurrence of each consolidated fiscal year, starting from theconsolidated fiscal year following each occurrence.
Expenses for past service are amortized by the straight-line method over a fixed number of years (10 years) within the
average remaining service period of employees at the time of occurrence.
For the calculation of net defined benefit liability and defined benefit expenses, some consolidated subsidiaries have―49―adopted the simplified method, using the amount of payments required at the end of the period for defined benefits as
defined benefit obligations.
d. Standards for translating material foreign currency denominated assets or liabilities into Japanese currency
Receivables and payables denominated in foreign currencies are converted into yen at the spot exchange rate on thefinancial closing date and translation differences posted as profit or loss for the current period.
The assets and liabilities of overseas subsidiaries are converted to yen at the spot exchange rate on the financial closing
date, while related revenues and expenses are converted to yen at the average rate during the period. These translationdifferences are posted as foreign currency translation adjustments and non-controlling interests under net assets. However,income and expenses of foreign subsidiaries in a hyperinflationary economies are translated into yen at the spot exchange
rate on the financial closing date in order to apply hyperinflationary accounting. Note that in the event of significant
fluctuation in exchange rates between the financial closing date of an overseas subsidiary and the consolidated financial
closing date, items on the balance sheets of the overseas subsidiary will be converted into yen at the exchange rate on the
consolidated financial closing date.
e. Amortization method and amortization period of goodwill
Amortization of goodwill is done under the straight-line method over a period of 5 to 14 years.
f. Hedge accounting method
・Hedge accounting method
In principle, treatment is done on a deferred hedge accounting basis.
・Hedging methods and hedging targets
Hedging method
Hedging target
Foreign currency contract
Foreign currency denominated transactions
policy・HedgeFor derivative transactions, each Company's finance department conducts transactions for the purpose of risk hedging,and hedges interest rate fluctuation risk and exchange rate fluctuation risk related to the hedging targets within a certain
range.
・Hedge effectiveness assessment method
Hedging effectiveness is assessed by comparing the cumulative changes in cash flows of the hedged items or market
fluctuations with the cumulative changes in cash flows of the hedging instruments or market fluctuations on a semiannual basis, based on the amount of change in both.
Notes on accounting estimates
The following are estimated items expected to have a particularly large impact on the Group’s consolidated financial statements
for the following fiscal year.
Provision for losses on construction contracts(1) Amount recorded in the consolidated financial statements for the current consolidated fiscal year
Provision for losses on construction contracts 10,227 million yen(2) Details regarding significant accounting estimates for the identified item
The Group records an estimated amount of loss in the event that, of the undelivered work at the end of the consolidated
fiscal year, there is a high probability that total cost of the work in question will exceed the total revenue of work, and thatthe expected loss amount can be reasonably estimated. The total cost of work is calculated from available information, suchas contract details and actual costs from past work with the same model. Assumptions used in this calculation will fluctuate
due a variety of factors, including contract changes, construction conditions, and trends in materials/outsourcing prices.
Therefore, estimates will be continuously re-verified and revised.
If these estimates are revised, or if actual manufacturing costs incurred differ from estimates, such may have a significant
impact on provision for loss on construction contracts and gross profit for the next consolidated fiscal year.
Changes in accounting policies
Adoption of ASU No.2016-13, Financial Instruments—Credit Losses
During the current consolidated fiscal year, the Company adopted Accounting Standards Update (ASU) No.2016-13 (Financial
Instruments—Credit Losses) for Fujitec Group subsidiaries using U.S. generally accepted accounting principles. With thischange, we revised our method for measuring financial instruments. The aforementioned ASU also requires the recognition of
write-downs for financial assets using an expected credit loss model. The adoption of this accounting standard has no effect on
our consolidated financial statements or per-share information.

―50―

Supplemental information
1. Transaction to deliver Fujitec Co., Ltd. shares to employees, etc. via trust
At a meeting held November 6, 2020, the Fujitec Co., Ltd. board of directors resolved to adopt the E-Ship Trust-Type Employee
Shareholding Incentive Plan. The purpose of this plan is to incentivize employees to raise corporate value over the medium andlong term, to expand employee welfare benefits, and to encourage steady Company growth by motivating employees throughequity participation. However, the company terminated the Trust on August 29, 2023.
2. Hyperinflation Accounting
We applied IAS 29, Financial Reporting in Hyperinflationary Economies, for adjustments in connection with the consolidationof the financial statements of Fujitec Argentina S.A. The economy of Argentina indicated a cumulative inflation rate exceeding
100% over a three-year period.
Notes to the consolidated balance sheets
1. Collateral assets
The following describes assets pledged as collateral and secured debts.
Buildings and structures
2,292 million yen
Machinery and equipment
58 million yen
Land
295 million yen
Total

2,646 million yen
369 million yen
91 million yen

Short-term debt
Long-term debt
2. Accumulated depreciation for property, plant and equipment

42,470 million yen

Notes to the consolidated Statements of Income
Income taxes for prior periods
As a result of an income tax audit conducted for taxable years from the fiscal year ended March 31, 2020 to the fiscal year ended
March 31, 2023, the Company recorded 605 million yen in income taxes for prior periods.

―51―

Notes to consolidated statements of changes in shareholders’ equity
1. Class and number of shares issued
Balance at the beginning of Increase in shares in thethe current consolidated
current consolidated fiscal
fiscal year (thousand
year
shares)(thousand shares)

Class of stock
Common stock

Decrease in shares in thecurrent consolidated fiscal
year(thousand shares)－

78,900

Balance at the end of thecurrent consolidated fiscal
year(thousand shares)－

78,9002. Matters on dividends(1) Cash dividends paid
Resolution
June, 21, 2023
General Meeting of
Shareholders
November, 8, 2023
Board of Directors

Class of stock

Total dividend value(millions of yen)

Dividends per
share (yen)Record date

Effective dateCommon stock

3,120

40.00

March, 31, 2023

June, 21, 2023

Common stock

2,731

35.00

September, 30, 2023 December, 1, 2023

(Note) Dividends for Company shares held by the Trust-Type Employee Shareholding Incentive Plan (E-Ship) amounted to 2 million
yen of the total dividends approved at the ordinary general meeting of shareholders held June 21, 2023. In addition, the dividend
per share includes a five yen per share commemorative dividend on the occasion of the Company’s 75th anniversary(2) Dividends with a cut-off date during the fiscal year, but an effective date subsequent to the current fiscal year
We have proposed the following matters related to dividends for shareholders of common stock as an agenda item for theordinary general meeting of shareholders to be held on June 26, 2024.
Resolution

Class of stock

June, 26, 2024
General Meeting Common stockof Shareholders

Total dividend
value(millions of yen)

Source ofdividend

Dividends per
share (yen)Record date

Effective date

9,363

Retained earnings

120.00March, 31, 2024

June, 27, 2024

3. Class and number of shares eligible for stock acquisition rights (excluding those for which the first day the grantee may exercise
these rights has not occurred) as of the end of the current consolidated fiscal year
Common stock: 38 thousand shares―52―

Notes on financial instruments
1. Matters on the status of financial instruments(1) Policy on financial instruments
The Group raises capital investment funds primarily for the production, sale, installation, and maintenance of elevators,
escalators, and electric transport devices through internal funds or debts. Temporary surplus is managed with highly secure
financial assets, and short-term working capital is procured through internal funds or short-term debts. Derivatives are used
to mitigate the risk of exchange rate and interest rate fluctuations and are not traded on speculation as a matter of policy.
(2) Details, risks, and risk management systems for financial instruments
Notes and accounts receivable-trade, which represent operating receivables, are exposed to the credit risk of business
partners. For these risks, the Company has a system whereby we manage due dates and balances for each business partnerin accordance with credit management rules, as well as regularly determines the credit status of its major partners. Similar
management is carried out at consolidated subsidiaries. Foreign currency-denominated trade receivables arising from theGroup's global business operations are exposed to exchange rate fluctuation risk. This risk is hedged using futures
exchange contracts as necessary.
Stocks as part of held investment securities are exposed to market price fluctuation risk; however, these are mainly stocks
for companies with which we have a business relationship. Furthermore, we are regularly checking fair market value andcontinuously reviewing our status of holdings in consideration of our relationships with partners.
Most notes and accounts payable-trade and electronically recorded obligations-operating are operating receivables that
become due within one year. In addition, some of these are denominated in foreign currencies due to the import of raw
materials, etc., and are exposed to exchange rate fluctuation risk. However, these constantly remain within the same scopeof the balance of foreign currency-denominated accounts receivable.
Short-term debt is mainly used for financing related to business transactions, while long-term debt is mainly used for
procuring funds necessary for capital investment.
Derivatives are futures contracts for the purpose of hedging against the risk of exchange fluctuations related to foreign
currency deposits. For derivative transactions, the Group conducts transactions for the purpose of risk hedging within thefinance department of each Group Company. The results are reported to the Company's Finance Headquarters and the
director in charge of finance. Derivative transactions are only conducted with financial institutions with high credit ratings
to reduce credit risk.
(3) Supplementary information on fair values of financial instruments
Fair values of financial instruments include prices based on market prices and prices calculated rationally in the absence ofmarket prices. As price calculations incorporate variable factors, these values may also fluctuate if different assumptions
are used. For contract amounts related to derivative transactions in 2. Matters on the fair value of financial instruments,
amounts do not indicate market risk related to derivative transactions.

―53―

2. Matters on the fair value of financial instruments
The following table describes the carrying amount, fair value, and gains or losses related to financial instruments on the
consolidated balance sheet as of March 31, 2024.
(Millions of yen)
Carrying value
on consolidatedbalance sheets
80,565(1) Cash and deposits (*2)(2) Notes and accounts receivable-trade and contract assets(Before exclusion of allowance of doubtful accounts) (*3)

Market value

Net balance

80,565(0)64,11961,078(3,041)

10,805

10,805－(3) Investments securities (*1)
Other securities(4) Long-term loans receivable (Before exclusion ofallowance of doubtful accounts)
Total assets

1,171

1,169

(2)

156,661

153,617(3,044)(1) Notes and accounts payable-trade

18,181

18,181－(2) Electronically recorded obligations-operating

4,116

4,116

－

(3) Short-term debt

5,733

5,733

－

(4) Long-term debt

128

128

－

(5) Lease obligations (*4)

2,487

2,371

(115)

Total liabilities

30,64630,531(115)

Items treated under hedge accounting

(149)

(149)

－

Total derivative transactions

(149)

(149)

－

Derivative transactions (*5)(*1) Stocks, etc., without market prices are not included in (3) Investments securities.
The amounts of relevant financial instruments on the consolidated balance sheet are as follows.
Classification
Unlisted stocks

Carrying value on consolidatedbalance sheets (Millions of yen)118

Shares of subsidiaries and associates

846(*2) Cash and deposits also includes long-term time deposits (4 million yen on the consolidated balance sheets), which are included inother under investments and other assets on the consolidated balance sheets.
(*3) Contract assets are not included.
(*4) Lease obligations included in current liabilities, other and non-current liabilities, other have been combined.
(*5) Net claims and liabilities arising from derivative transactions are presented at net value, and the total of net liabilities are shownin parentheses.
3. Matters Related to Details, etc., of the Fair Value of Financial Instruments by Level
The Company classifies the fair value of financial instruments into the following three levels based on the observability andmateriality of the inputs used to calculate fair value.
Level 1 Fair Value: Fair value measured using observable inputs that are quoted prices for identified assets or liabilities in
active markets
Level 2 Fair Value: Fair value measured using observable inputs other than those included within Level 1.
Level 3 Fair Value: Fair value measured using unobservable inputs.
When multiple inputs that have a significant effect on the calculation of fair value are used, fair value is classified into thelevel with the lowest priority in the calculation of fair value among the levels to which each of those inputs belongs.

―54―

(1) Financial instruments carried at fair value on the consolidated balance sheets
Classification

Fair value (Millions of yen)
Level 1

Level 2

Level 3

Total

Bond

－

43

－

43

Stock

10,761－－

10,761

10,76143－

10,805

－

149

－

149

－

149

－

149

Investments securities
Other securities

Total assets
Derivative transactions
Currency-related derivatives
Total liabilities(2) Financial instruments not carried at face value on the consolidated balance sheets
Classification

Fair value (Millions of yen)
Level 1

Level 2

Level 3

Cash and deposits
Notes and accounts receivable - tradeand contract assets (Before exclusion ofallowance of doubtful accounts) (*)
Long-term loans receivable(Before exclusion of allowance of
doubtful accounts)
Total assets－

80,565－80,565－61,078－61,078

－

1,169

－

1,169

－

142,812－

142,812

Notes and accounts payable-trade
Electronically recorded obligationsoperating
Short-term debt－

18,181－

18,181

－

4,116

－

4,116

－

5,733

－

5,733

Long-term debt

－

128

－

128

Lease obligations

－

2,371

－

2,371

－

30,531－

30,531

Total liabilities

Total(*) Contract assets are not included.
(Note) Explanation of valuation techniques used and inputs related to the calculation of fair value
Investments securities
Listed stocks are valued based on quoted market prices. Since listed stocks are traded in active markets, fair value is classified
as Level 1 fair value. Bonds payable are classified as Level 2 fair value, calculated based on the present value of the estimatedamount of principal and interest to be received, reflecting the likelihood of collection and discounted at a safe interest rate forthe remaining period.
Derivative transactions
The fair value of forward exchange contracts is classified as Level 2 fair value, as the fair value of forward exchange
contracts is based on prices, etc., provided by financial institutions with which the Company enters transactions.
Cash and deposits
Fair values of cash and short-term deposits classified as Level 2 fair value, as these items are settled over a short period oftime and fair values approximate carrying value. The fair value of long-term time deposits is classified as Level 2 fair value.
The fair value is based on the present value of the estimated amount of principal and interest to be received discounted by theinterest rate assumed in the case of a similar new contract.
Notes and accounts receivable-trade and contract assets
Fair values are classified as Level 2 fair value, as these items are based on the present value of receivables discounted byinterest rates, etc., taking into account the period until maturity and credit risk for each receivable classified by certain periodsof time.
Long-term loans receivable
Fair values are classified as Level 2 fair value, calculated based on the present value of the estimated amount of principal andinterest to be received, reflecting the likelihood of collection and discounted at a safe interest rate for the remaining period.

―55―

Notes and accounts payable-trade, electronically recorded obligations-operating, and short-term debt
Fair values classified as Level 2 fair value, as these items are settled over a short period of time and fair values approximate
carrying value.
Long-term debt
Fair value classified as Level 2 fair value, as fair value is calculated by discounting total principle and interest rate applicable
to new similar transactions.
Lease obligations
Fair value classified as Level 2 fair value, as fair value is calculated by discounting total principle and interest rate applicable
to new similar transactions.
Notes to revenue recognition
1. Disaggregation of revenues arising from customer contracts(Millions of yen)
Reportable Segments
Total

13,236The Americas andEurope11,844

17,35832,602

129,545

1,963

404

1,294

3,696

85,56567,09430,99945,741

229,401

85,56567,09430,99945,741

229,401Japan

East Asia

South Asia

New Installations

31,41039,667Aftermarket

54,122

25,462

33

Revenue from contracts withcustomers
Sales to external customers

Other

96,158

2. Basic information for understanding revenues(1) New Installations
The Company performs new construction of elevators, escalators, and other equipment, recognizing revenue over a
specified period of time based primarily on the percentage of completion measured as a ratio of actual costs incurredcompared to total cost of work. This is a contract whereby the construction work in question creates an asset that cannot be
converted to another use and the contractor has an enforceable right to receive consideration for the portion of the work
completed. Since costs are incurred in accordance with the actual progress of the construction, the Company has
determined that it can reasonably estimate the degree of progress in satisfying the performance obligation based on inputs
based on the costs incurred. Independent sales price is estimated by considering various factors such as market conditions
and actual cost performance. Consideration for transactions is generally received within approximately one year from thesatisfaction of performance obligations.
(2) Aftermarket
The Company provides maintenance, repair and modernization services for elevators and escalators. For maintenancework, the Company recognizes revenue over time as it charges a fixed amount based on the duration of services rendered.
For repair work, the Company recognizes revenue at the point in time in which work is completed. For modernization
projects, the Company recognizes revenue over a specified period of time based primarily on the percentage of completionmeasured as a ratio of actual costs incurred compared to estimated total cost of work. This is a contract whereby theconstruction work in question creates an asset that cannot be converted to another use and the contractor has an enforceable
right to receive consideration for the portion of the work completed. Since costs are incurred in accordance with the actual
progress of the construction, the Company has determined that it can reasonably estimate the degree of progress insatisfying the performance obligation based on inputs based on the costs incurred. The Company's modernization contracts
include free maintenance services to be performed for a certain period of time after completion and delivery. The Company
allocates the transaction price based on independent sales price for such maintenance services as a separate performanceobligation and recognizes revenue over time. Independent sales price is estimated by considering various factors such as
market conditions and actual cost performance. Consideration for transactions is generally received within approximately
one year from the satisfaction of performance obligations.
(3) Other
The Company sells products primarily to foreign customers and recognizes revenue at a point in time in which delivery iscompleted.

―56―

3. Information for understanding revenue for the current and next fiscal years(1) Contract assets and contract liabilities(Millions of yen)
Beginning of period

Period-end balance

Claims arising from contracts with customers

59,92264,119Contract assets

16,41621,021

Contract liabilities

22,02520,999Contract assets relate to the rights of the Company or subsidiaries to consideration for goods or services for which theCompany or subsidiaries have satisfied or partially satisfied performance obligations under new installation andmodernization contracts as of the balance sheet date, but for which invoices have yet to be issued. Contract assets arereclassified to accounts receivable when the Company or consolidated subsidiaries rights to the consideration become
unconditional. Consideration for new installation and modernization contracts is billed on a milestone basis. Some amounts
may be received prior to the satisfaction of performance obligations.
Contract liabilities represent the unearned consideration received from customers in advance of the performance ofcontracts for goods or services provided by the Company and its consolidated subsidiaries. Contract liabilities related to theunearned consideration are reduced as revenue is recognized for the respective contract.
Of the contract liability balance at the beginning of the period, the amount recognized as revenue during the period was
17,587 million yen.
(2) Transaction prices allocated to remaining performance obligations
The total transaction price allocated to the remaining performance obligations as of March 31, 2024 was 179,533 million
yen. The Company expects the remaining performance obligations to be fulfilled generally within three years. The
Company applied the practical expedient method in the notes related to transaction prices allocated to remaining
performance obligations. The notes do not include contracts for fixed amounts based on service time rendered for services
for which revenue is recognized in accordance with Par.19 of Implementation Guidance on Accounting Standard for
Revenue Recognition.
Notes on per-share information
Net assets per share
Net income per share
Diluted earnings per share

1,901.28 yen
228.55 yen
228.44 yen(Note) In calculating average number of shares of common stock during the period used as a basis for the calculation per-share
information, treasury shares deducted for said calculation include Fujitec Co., Ltd. stock held as E-Ship Trust-Type Employee
Shareholding Incentive Plan.
Other Notes(Finalization of provisional accounting treatment for business combinations)
The business combination with Express Lifts Limited (currently Fujitec Express Limited) on September 20, 2022, subject toprovisional accounting treatment in the previous consolidated fiscal year, was finalized in the current consolidated fiscal year.
With the finalization of this provisional accounting treatment, the Company recorded a significant revision in the preliminary
allocation of acquisition costs, allocating 150 million yen allocated to intangible assets and 39 million yen to deferred tax
liabilities. As a result, the amount of goodwill calculated provisionally decreased 111 million yen from 1,496 million yen to
1,385 million yen. Other intangible assets and foreign currency translation adjustments increased 146 million yen and 0 million
yen, respectively, while goodwill, investments and other assets-other , retained earnings, and non-controlling interests decreased
108 million yen, 38 million yen, 0 million yen, and 0 million yen, respectively, as of the end of the previous consolidated fiscal
year.
(Note) Amounts stated in consolidated financial documents are rounded down to the nearest million yen.

―57―

Balance Sheets(As of March, 31, 2024)(Millions of yen)Account
AssetsCurrent assets
Cash and cash equivalents
Notes receivable - trade
Accounts receivable-trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Prepaid expenses
Short-term loans receivable
Accounts receivable - other
Other
Allowance for doubtful accounts
Fixed assets
Property, plant and equipment
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land
Construction in progress
Intangible assets
SoftwareRight of using facilities
Investments and other assets
Investments securities
Shares of subsidiaries and associates
Investments in capital of subsidiaries andassociates
Long-term loans receivable
Bankruptcy reorganization claims
Long-term prepaid expenses
Prepaid pension expenses
Deferred tax assets
Lease deposits
Reserve for insurance
Other
Allowance for doubtful accounts

Total assets

Amount40,404
7,507
2,781
24,342
741
183
3,961
332
264
270
220
(202)
65,85324,42811,303
285
2,691
40
1,928
6,657
1,522
756
644
111
40,668
10,923
16,580Account
Liabilities
Current liabilities
Notes payable - trade
Accounts payable - trade
Electronically recorded obligations-operating
Short-term debt
Accounts payable - otherAccrued expenses
Accrued income taxes
Advances from customers
Deposits received
Provision for bonuses
Provision for director bonuses
Provision for losses on construction contracts
Provision for warranties for completed construction
Provision for shareholder benefit program
Other
Non-current liabilities
Provision for retirement benefits
Asset retirement obligations
Other
Total liabilities
Net assets
Shareholders' equity
Paid-in capital
Additional paid-in capital
Legal capital surplus

9,270
1,167
1
133
588
552
1,577
54
493
(674)

106,258

Other additional paid-in-capital
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for advanced depreciation of fixed assets
Reserve for dividends
Reserve for research and development
General reserve
Retained earnings brought forward
Treasury stock
Valuation and translation adjustments
Valuation difference on available-for-sale securities
Stock acquisition rights
Total net assets
Total liabilities and net assets―58―

Amount25,751
3
2,704
4,116
1,400
4,672
323
3,259
2,745
536
2,233
57
2,766
131
127
670
2,081
1,997
53
29
27,83273,584
12,533
14,574
14,565
8
48,631
1,337
47,294
73
900
800
3,500
42,020(2,155)
4,806
4,806
35
78,425106,258

Statements of Income(April 1, 2023 to March 31, 2024)(Millions of yen)Account

AmountNet sales

88,072

Cost of sales

63,831Gross profit

24,240

Selling, general and administrative expenses

17,595

Operating income

6,645

Other income
Interest income

129

Dividend income

9,603

Foreign exchange gain

658

Miscellaneous income

224

10,616

Other expenses
Interest expenses

89

Provision of allowance for doubtful accounts

13

Miscellaneous loss

36

Ordinary income

139
17,121

Special gain
Gain on sales of property, plant and equipment

1

Gain on sales of investment securities

466

467

Special loss
Loss on retirement of property, plant and equipment

10

Impairment loss

142

Profit before income taxes

153
17,436

Income taxes expense

2,729

Income taxes for prior periods

605

Deferred taxes expense(95)

Net income

3,238
14,197―59―

Non-Consolidated Statements of Changes in Shareholders’ Equity (April 1, 2023 to March 31, 2024)(Millions of yen)
Shareholders' equity
Additional paid-in capital
Paid-in
capitalBalance at the beginning of the current fiscal
year
Change during the current fiscal year
Reversal of reserve for advanced
depreciation of fixed assets
Dividends from surplus

Retained earnings
Other retained earnings

Legal capitalsurplus

Other
additional
paid-in capital

Total
additional
paid-in
capitalLegalretainedearnings

14,565－

14,565

1,337

12,533

Reserve forReserve foradvanced Reserve forresearch anddepreciation of dividends
development
fixed assets
77

900

Generalreserve

Retainedearnings
brought
forwardRetainedearnings
Total

3,500

33,67140,2853－(5,852)(5,852)

14,197

14,197800(3)Net income
Purchases of treasury stock
Disposal of treasury stock

8

8

Net changes of items other thanshareholders’ equity
Total changes during the current fiscal year

－

－

8

8

－

(3)

－

－

－

8,349

8,345

Balance at the end of the current fiscal year

12,533

14,565

8

14,574

1,337

73

900

800

3,500

42,02048,631

Shareholders' equity
Treasury stock
Balance at the beginning of the current fiscal
year
Change during the current fiscal year
Reversal of reserve for advanced
depreciation of fixed assets
Dividends from surplus(2,287)

Net income

Valuation and translation adjustments
Total Shareholders'equityValuation difference
on available-for-salesecurities

Total valuation andtranslation
adjustments

65,097

2,426

2,426

Stock
acquisitionrightsTotal net
assets35

67,559－－(5,852)(5,852)

14,197

14,197Purchases of treasury stock

(1)

(1)

(1)

Disposal of treasury stock

133

141

141

Net changes of items other thanshareholders’ equity

2,379

2,379

－

2,379

Total changes during the current fiscal year

132

8,486

2,379

2,379

－

10,865

Balance at the end of the current fiscal year

(2,155)73,584

4,806

4,806

35

78,425―60―

Notes to Non-Consolidated Financial Statements
Matters on material accounting policies
1. Valuation standards and methods for assets(1) Valuation standards and methods for securities
Subsidiaries and affiliated companies…… Moving average cost method
Other securities
・Items other than stocks, etc., with no …… Market value method (all valuation differences are reported as amarket pricecomponent of shareholders’ equity, and selling cost is calculated by themoving average method)
・Stocks, etc., with no market price …… Moving average cost method(2) Valuation standards and methods for inventories
Costs calculated via the specific identification method or gross average method (values on the balance sheet are calculated
by writing down the book value based on the decline in profitability)
2. Method of depreciation for non-current assets(1) Property, plant and equipment (excluding leased assets): Declining-balance method
Note that the most common useful life periods are as follows.
Buildings and structures: 3-50 years
Machinery and equipment: 2-12 years
Tools, furniture and fixtures: 2-16 years(Petty sum depreciable assets) For petty sum depreciable assets with acquisition price between
100,000 and 200,000 yen, these are amortized with the straight-line method over a period of three
years based on provisions of the Corporation Tax Law.
(2) Intangible assets (excluding leased assets): The straight-line method is used.
Note that for software used in-house, the straight-line method based on the period of internal use(5 years) is used.
(3) Leased assets
・Leased assets related to finance lease transactions without transfer of ownership…………The straight-line method is used, the useful life is defined as the lease period, and zero residual value is assumed.
3. Accounting standards for provisions(1) Allowance for doubtful… To prepare for bad debt expenses on receivables such as accounts receivable andaccounts
loans receivable, the Company records an allowance for doubtful accounts based on
the historical write-off rate for ordinary receivables. The estimated amount of
unrecoverable debt is recorded based on the recoverability of individual cases for
specified receivables such as debt with a possibility of default.
(2) Provision for bonuses… The Company provides an allowance for the payment of bonuses to employees basedon the estimated payment amount.
(3) Provision for director… The Company provides an allowance for the payment of bonuses to directors at anbonusesamount based on the estimated payment amount.
(4) Provision for losses on… To prepare for future losses related to ordered work, loss is expected among theconstruction contracts
undelivered work at the end of the current fiscal year, and an estimated loss amount isrecorded for work where this amount can be reasonably estimated.
(5) Provision for warranties for … To cover uncharged compensation costs related to completed work, an estimatedcompleted construction
amount of uncharged compensation costs expected to occur in the future is recorded
against net sales of completed work.
(6) Provision for shareholder … The Company records an allowance for expenses expected to be incurred under the
benefit program
shareholder benefit program.
(7) Provision for retirement… To prepare for defined benefits for employees, an amount is recorded based on thebenefits
expected amount of defined benefit obligations and pension assets as of the end of thecurrent fiscal year.
・Method for period attribution of expected defined benefit amount
When calculating defined benefit obligations, the method of attributing expected
defined benefit amounts to the period up to the end of the current fiscal year shall bebased on the benefit formula.
・Method for amortization of actuarial variances and expenses for past service
Actuarial variances are amortized by the straight-line method over a fixed number of―61―years (10 years) within the average remaining service period of employees at the timeof occurrence of each fiscal year, starting from the fiscal year following eachoccurrence.
Expenses for past service are amortized by the straight-line method over a fixed
number of years (10 years) within the average remaining service period of employees
at the time of occurrence.
Unrecognized actuarial gains and losses and unrecognized past service expenses arehandled differently on the balance sheet than on consolidated financial statements.
4. Standards for recognition of revenues and expenses
・New installation work
The Company is engaged in the construction of new elevators, escalators, and other equipment. The Company recognizes
revenue based on the progress of completion of performance obligations for construction contracts over a certain period oftime. The Company measures progress based on the percentage of construction costs incurred by the end of each reporting
period compared with the total expected construction costs.
・Modernization projects
The Company performs modernization work on elevators, escalators, and other equipment. The Company recognizes
revenue based on the progress of completion of performance obligations for construction contracts over a certain period oftime. The Company measures progress based on the percentage of construction costs incurred by the end of each reporting
period compared with the total expected construction costs.
・Maintenance
The Company provides maintenance services for elevators, escalators, and other equipment. The Company recognizes
revenue for such contracts based on the percentage of completion related to the satisfaction of performance obligations
over a specified period of time. We measure progress for these services based on elapsed time.
・Repairs
The Company performs repair work on elevators, escalators, and other equipment. The Company recognizes revenue forsuch contracts at the point in time in which work is completed.
5. Standards for translating foreign currency denominated assets or liabilities into Japanese currency
Receivables and payables denominated in foreign currencies are converted into yen at the spot exchange rate on the final dayof the period, with translation differences recorded as profit or loss for the period in question.
Notes on accounting estimates
The following are estimated items expected to have a particularly large impact on the Company's financial statements for thefollowing fiscal year.
Provision for losses on construction contracts(1) Amount recorded in the financial statements for the current fiscal year
Provision for losses on construction contracts 2,766 million yen(2) Details regarding significant accounting estimates for the identified item
The Company records an estimated amount of loss in the event that, of the undelivered work at the end of the fiscal year,
there is a high probability that total cost of the work in question will exceed the total revenue of the work, and that the
expected loss amount can be reasonably estimated. The total cost of work is calculated from available information, such as
contract details and actual costs from past work with the same model. Assumptions used in this calculation will fluctuate
due a variety of factors, including contract changes, construction conditions, and trends in materials/outsourcing prices.
Therefore, estimates will be continuously re-verified and revised.
If these estimates are revised, or if actual manufacturing costs incurred differ from estimates, such may have a significant
impact on provision for loss on construction contracts and gross profit for the next fiscal year.
Supplemental information
Transaction to deliver Fujitec Co., Ltd. shares to employees, etc. via trust
At a meeting held November 6, 2020, the Fujitec Co., Ltd. board of directors resolved to adopt the E-Ship Trust-Type Employee
Shareholding Incentive Plan. The purpose of this plan is to incentivize employees to raise corporate value over the medium andlong term, to expand employee welfare benefits, and to encourage steady Company growth by motivating employees throughequity participation. However, the company terminated the Trust on August 29, 2023.

―62―

Notes to the balance sheets
1. Accumulated depreciation for property, plant and equipment

23,103 million yen

2. Guarantee obligations
We provide debt guarantees for loans of other companies arranged with financial institutions.
(Loan guarantee)
Fujitec Taiwan Co., Ltd.
2,322 million yen
Fujitec Korea Co., Ltd..
1,017 million yen
3,339 million yen(Other payment guarantees)
Fujitec America, Inc.
404 million yen
Fujitec Canada, Inc.
22 million yen
427 million yen
3. Monetary receivables and payables from and to affiliated companies
Short-term monetary claims
Long-term monetary claims
Short-term monetary debt
Notes to statements of income
1. Transaction volume with affiliated companies
Operating revenue
Operating expenses
Volume of non-business transactions

1,999 million yen
1,165 million yen
677 million yen

2,534 million yen
8,374 million yen
9,471 million yen

2. Income taxes for prior periods
As a result of an income tax audit conducted for taxable years from the fiscal year ended March 31, 2020 to the fiscal year ended
March 31, 2023, the Company recorded 605 million yen in income taxes for prior periods.

―63―Notes to statements of changes in shareholders’ equity
Matters concerning the class and number of treasury sharesClass of stock
Common stock

Balance at the
beginning of thecurrent fiscal year
(thousand shares)
927

Increase in shares(thousand shares)0

Decrease in shares(thousand shares)
58

Balance at the endof the current fiscal
year(thousand shares)
869(Note) The number of common shares held as treasury stock as of the end of the current fiscal year consists of 0 shares from odd-lot
purchases and 869,000 shares from share buybacks.
(Reasons for change)
The details of increases and decreases are as follows.
Increase due to purchase of odd-lot shares
Disposal of treasury stock by resolution of the board of directors on July 22, 2023
Decrease due to sale to the Company's employee stock ownership association due to the
E-Ship Trust-Type Employee Shareholding Incentive Plan
Notes on tax effect accounting
Deferred tax assets and deferred tax liabilities by major classification
Deferred tax assets
Loss on valuation of shares of subsidiaries and associates
Provision for retirement benefits
Provision for bonuses
Allowance for doubtful accounts
Accrued enterprise tax
Provision for warranties for completed construction
Provision for losses on construction contracts
Other
Subtotal of deferred tax assets

0 thousand shares
7 thousand shares
51 thousand shares

1,465 million yen
431 million yen
683 million yen
268 million yen
170 million yen
40 million yen
847 million yen
511 million yen
4,419 million yen

Valuation allowance
Total deferred tax assets(1,769) million yen
2,649 million yen

Deferred tax liabilities
Valuation difference on available-for-sale securities
Deferred tax assets (reserve for advanced depreciation)
Total deferred tax liabilities(2,064) million yen(32) million yen(2,097) million yen

Deferred tax assets, net

552 million yen―64―Notes on related-party transactions
Subsidiaries and affiliated companies(Millions of yen)Class

Name ofcompany/organization

Fujitec
America, Inc.

Ratio of voting
rights held(ownership) (%)

Relationship

Recovery of funds

1,068

Long-termloans receivable－

Ownership
100.00, direct

Sale of Company
products and semifinished products
Fund lending, debt
guarantee
Shared officers

Interest received(Note 1)0

Othercurrent assets－

Debt guarantee(Note 2)

404

－

－

Sale of Company
products and semifinished products
Fund borrowings
Shared officers
Sale of Company
products and semifinished products
Debt guarantee
Shared officers

Repayment of
funds

1,068

Long-term debt－

Interest expenses
paid (Note 1)

0

Accruedexpenses－

Debt guarantee(Note 3)

2,322

－

－

Recovery of funds－

Lending of funds(Note 1)－

Fujitec (HK)Co., Ltd.

Ownership
100.00, direct

Fujitec Taiwan
Co., Ltd.

Ownership
74.83, direct

Subsidiaries

Fujitec Saudi
Arabia Co.,Ltd.

Ownership
75.00, direct

Sale of Company
products and semifinished products
Lending of funds

Details oftransaction

Interest received(Note 1).

Transaction
value

79

Account

Short-termloans receivable(Note 4)Long-termloans receivable(Note 4)Other
current assets

Period-end
balance

264
1,135
2

Conditions and policies for determining transactions(Notes) 1. Interest rates for the borrowing and lending of funds are reasonably determined in consideration of market interest rates.
2. The Company has guaranteed other payments, but not received any guarantee fees.
3. The Company has guaranteed loans borrowed from financial institutions, but has not received any guarantee fees.
4. The Company recorded 27 million yen as provision of allowance for doubtful accounts for this long-term loan in thecurrent fiscal year, and the balance of the allowance for doubtful accounts at the end of the current fiscal year was 656
million yen.
Notes to revenue recognition
Basic information for understanding revenues
Same as notes to consolidated financial statements.
Notes on per-share information
Net assets per share
1,004.61 yen
Net income per share
181.99 yen
Diluted earnings per share
181.89 yen(Note) In calculating average number of shares of common stock during the period used as a basis for the calculation per-share
information, treasury shares deducted for said calculation include Fujitec Co., Ltd. stock held as E-Ship Trust-Type Employee
Shareholding Incentive Plan.
(Note) Amounts stated in financial documents are rounded down to the nearest million yen.
Notes to significant subsequent events
At a meeting held April 22, 2024, the Fujitec (HK) CO., LTD. Board of Directors resolved to propose a distribution of dividends
from surplus at a general meeting of shareholders to be held in early June 2024. As Fujitec (HK) CO., LTD. is a wholly owned
subsidiary of the Company, the matter is scheduled to be resolved at the said meeting of shareholders. As a result, the Company
will record a dividend income of HK$607.5 million (approximately 12.1 billion yen) as non-operating income in the nonconsolidated financial results for the fiscal year ending March 31, 2025.
* Yen conversion figures in parentheses ( ) are reference values based on the conversion of 1 Hong Kong dollar to 20 Japanese yen.

―65―

Accounting Audit Report on Consolidated Financial Statements
Independent Auditor’s Report
May 17, 2024

FUJITEC CO., LTD.
To the Board of Directors
Grant Thornton Taiyo LLC
Osaka Office
Designated Limited
Liability Partners
Engagement Partner
Designated Limited
Liability Partners
Engagement Partner

CertifiedPublicAccountant
CertifiedPublicAccountant

Iwao Arai㊞

Tatsuya Yoshinaga㊞

Audit Opinion
We have audited, in accordance with Article 444(4) of the Companies Act, the consolidated financial statements ofFujitec Co., Ltd. for the period from April 1, 2023 to March 31, 2024, which consist of the consolidated balance sheets,the consolidated statements of income, the consolidated statements of changes in stockholders' equity, and the notes tothe consolidated financial statements.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, thefinancial position of the corporate group consisting of Fujitec Co., Ltd. and consolidated subsidiaries for the period
related to the consolidated financial statement in conformity with accounting principles generally accepted in Japan.
Basis of Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility forauditing standards is stated in "Liability of Auditors in Auditing Consolidated Financial Statements." We are
independent of the Company and its consolidated subsidiaries and fulfill other ethical responsibilities as an auditor inaccordance with the provisions on occupational ethics in Japan. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion.
Other Information
The other information comprises the business report and the supplementary schedule. Management is responsible for the
preparation and disclosure of the other information. In addition, the Audit & Supervisory Board and its Members are responsible
for overseeing Directors’ execution of duties in the development and operation of the reporting process of the other information.
Our audit opinion on the consolidated financial statements does not cover the other information, and we do not provide an
opinion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and,in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.

―66―

Responsibility of Management, Audit & Supervisory Board and its Members to Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of consolidated financial statements inaccordance with accounting principles generally accepted in Japan. This includes the design, implementation, andmaintenance of internal control as management determines is necessary for the preparation and fair presentation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for evaluating whether it isappropriate to prepare the consolidated financial statements based on the assumption of a going concern and disclosing
such matters if it is necessary to disclose matters related to a going concern based on accounting principles generally
accepted in Japan.
The responsibility of the Audit & Supervisory Board and its members is to oversee the execution of the directors’
duties in the development and operation of the financial reporting process.
Liability of Auditors in Auditing Consolidated Financial Statements
The responsibility of the auditor is to express an opinion on the consolidated financial statements based on the audit
conducted by the auditor, from an independent standpoint, with reasonable assurance as to whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or error. A misstatement isdeemed to be material when it may occur due to fraud or error and, individually or in the aggregate, it is reasonably
expected to affect the decision-making of the user of the consolidated financial statements.
In accordance with auditing standards generally accepted in Japan, the auditors shall make judgments as professional
experts through the audit process and carry out the following while maintaining professional skepticism.
・Identify and assess the risks of material misstatement, whether due to fraud or error. We will also design andimplement audit procedures to address material misstatement risks. The selection and application of audit proceduresare based on the judgment of the auditor. In addition, obtain sufficient and appropriate audit evidence to provide abasis for our opinion.
・ Although the purpose of an audit of the consolidated financial statements, etc. is not to express an opinion on theeffectiveness of the internal control, in performing the risk assessment, the auditor considers internal control relevantto the audit in order to design audit procedures that are appropriate in the circumstances.
・Assess the appropriateness of fiscal policies adopted by management and their application methods, as well as thereasonableness of accounting estimates made by management and the adequacy of related footnote matters.
・Conclude whether it is appropriate for management to prepare consolidated financial statements, etc. on a going
concern basis and whether, based on the audit evidence obtained, material uncertainties with respect to events orcircumstances that raise substantial doubt about the Company's ability to continue as a going concern. In cases wherematerial uncertainty regarding the going concern assumption is recognized, the Company is required to draw
attention to the notes to the consolidated financial statements in the audit report, or express an opinion on the mattersto be excluded in the consolidated financial statements if the notes to the consolidated financial statements regarding
material uncertainty are not appropriate. The auditor's conclusion is based on audit evidence obtained through thedate of the audit report, but future events and circumstances may prevent the entity from continuing as a going
concern.
・Evaluate whether the presentation and notes to the consolidated financial statements comply with accounting
principles generally accepted in Japan, as well as whether the presentation, composition and content of theconsolidated financial statements, including related notes, and whether the consolidated financial statements fairly
present the underlying transactions and accounting events.
・Obtain sufficient and appropriate audit evidence regarding the financial information of the Company and its
consolidated subsidiaries in order to express an opinion on the consolidated financial statements. The auditor is
responsible for directing, supervising and implementing the audit of the consolidated financial statements. The
auditor is solely responsible for the audit opinion.
The auditor shall report to the Audit & Supervisory Board and its members the scope and timing of the planned
audit, important findings in the audit, including important deficiencies in the internal controls identified in the course of
the audit, and other matters required by the audit standards.
The auditor will report to the Audit & Supervisory Board and its members that they have complied with the Japanese
Occupational Ethics provisions for independence, and items that are reasonably considered to affect the auditor's
independence, and, if measures are in place to eliminate obstacles or safeguards are applied to reduce it to an
acceptable level.
Interests
The Company and Consolidated Subsidiaries have no interest in the Auditing Corporation or Operating Partners thatshould be stated pursuant to the provisions of the Certified Public Accountants Act.
End

―67―

Accounting Audit Report
Independent Auditor’s Report
May 17, 2024

FUJITEC CO., LTD.
To the Board of Directors

Grant Thornton Taiyo LLC
Osaka Office
Designated Limited
Liability Partners
Engagement Partner
Designated Limited
Liability Partners
Engagement Partner

CertifiedPublicAccountant
CertifiedPublicAccountant

Iwao Arai㊞

Tatsuya Yoshinaga㊞

Audit Opinion
We have audited the financial statements of Fujitec Co., Ltd. for the 77th fiscal year from April 1, 2023 to March 31,
2024, including the balance sheet, profit and loss statement, statement of changes in shareholders' equity, individual
notes, and supplementary schedules thereof (hereinafter referred to as "financial statements") in accordance with theprovisions of Article 436(2)(i) of the Companies Act.
In our opinion, the financial statements referred to above present fairly, in all material respects, the assets and thestatus of profit and loss for the period related to such financial statements in conformity with accounting principles
generally accepted in Japan.
Basis of Audit Opinion
We conducted our audit in accordance with auditing standards generally accepted in Japan. Our responsibility forauditing standards is stated in "Liability of Auditors for Auditing Financial Statements, etc." We are independent of theCompany and fulfill other ethical responsibilities as an auditor in accordance with the provisions on occupational ethics
in Japan. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Emphasis of Matter
As described in the Notes to significant subsequent events, Fujitec (HK) CO.,LTD., a consolidated subsidiary of theCompany, resolved at a meeting of its Board of Directors held on April 22, 2024, to propose the payment of dividends
from surplus at a general meeting of its shareholders scheduled to be held in early June of the same year.
This matter does not affect our opinion.
Other Information
The other information comprises the business report and the supplementary schedule. Management is responsible forthe preparation and disclosure of the other information. In addition, the Audit & Supervisory Board and its Members are
responsible for overseeing Directors’ execution of duties in the development and operation of the reporting process ofthe other information.
Our audit opinion on the financial statements, etc. does not cover the other information, and we do not provide an
opinion on the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doingso, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.

―68―Responsibility of Management, Audit & Supervisory Board and its Members to Financial Statements
Management is responsible for the preparation and fair presentation of financial statements in accordance withaccounting principles generally accepted in Japan. This includes the design, implementation, and maintenance ofinternal controls deemed necessary by management for the preparation and fair presentation of financial statements,
etc. free from material misstatement, whether due to fraud or error.
In preparing financial statements, etc., management is responsible for assessing whether it is appropriate to prepare
financial statements, etc. based on the assumption of a going concern and disclosing such matters if it is necessary todisclose matters related to a going concern based on accounting standards generally accepted in Japan.
The responsibility of the Audit & Supervisory Board and its members is to oversee the execution of the directors’
duties in the development and operation of the financial reporting process.
Liability of Auditors in Auditing Financial Statements, etc.
The responsibility of the auditor is to obtain reasonable assurance as to whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, based on the audit conducted by the auditor, and to
express an opinion on the financial statements, etc. from an independent standpoint in the audit report. A misstatement
is judged to be material when it may occur due to fraud or error and when, individually or in the aggregate, it isreasonably expected to affect the decision-making of users of financial statements, etc.
In accordance with auditing standards generally accepted in Japan, the auditors shall make judgments as professional
experts through the audit process and carry out the following while maintaining professional skepticism.
・Identify and assess the risks of material misstatement, whether due to fraud or error. We will also design andimplement audit procedures to address material misstatement risks. The selection and application of audit proceduresare based on the judgment of the auditor. In addition, obtain sufficient and appropriate audit evidence to provide abasis for our opinion.
・Although the purpose of an audit of the financial statements, etc. is not to express an opinion on the effectiveness of
the internal control, in performing the risk assessment, the auditor considers internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances.
・Assess the appropriateness of fiscal policies adopted by management and their application methods, as well as thereasonableness of accounting estimates made by management and the adequacy of related footnote matters.
・Conclude whether it is appropriate for management to prepare financial statements, etc. on a going concern basis andwhether, based on the audit evidence obtained, material uncertainties with respect to events or circumstances thatraise substantial doubt about the Company's ability to continue as a going concern. In cases where material
uncertainty regarding the going concern assumption is recognized, the Audit Report is required to draw attention to
the notes to the financial statements, etc. or, in cases where the notes to the financial statements, etc. concerningmaterial uncertainty are not appropriate, the Company is required to express opinions on the financial statements,
etc. that are excluded. The auditor's conclusion is based on audit evidence obtained through the date of the audit
report, but future events and circumstances may prevent the entity from continuing as a going concern.
・Evaluate whether the presentation and notes of financial statements, etc. conform to accounting principles generally
accepted in Japan, as well as whether the presentation, composition and contents of financial statements, etc.
including related notes, and whether the financial statements, etc. fairly present the underlying transactions andaccounting events.
The auditor shall report to the Audit & Supervisory Board and its members the scope and timing of the planned
audit, important findings in the audit, including important deficiencies in the internal controls identified in the course of
the audit, and other matters required by the audit standards.
The auditor will report to the Audit & Supervisory Board and its members that they have complied with the Japanese
Occupational Ethics provisions for independence, and items that are reasonably considered to affect the auditor's
independence, and, if measures are in place to eliminate obstacles or safeguards are applied to reduce it to an
acceptable level.
Interests
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to theprovisions of the Certified Public Accountants Law of Japan.
End

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Audit & Supervisory Board Report
Audit Report
We have audited the directors’ performance of duties for the 77th fiscal year from April 1, 2023 to March 31, 2024. The method and result are
as follows, and represent a unanimous opinion of all members of the Audit & Supervisory Board resulting from discussions based on audit
reports drafted by each member.
1. Audit Method(1) The Audit & Supervisory Board established audit policy and division of duties, and received reports from each of its members about audit
status and results. The board also received reports from the board of directors, other parties, and the accounting auditor regarding theexecution of their respective duties, and asked for explanations as necessary. In addition, the Audit & Supervisory Board met with thepresident and CEO, exchanging opinions and information on audit issues. The board sponsored three-party audit liaison attended by the
Audit & Supervisory Board, the accounting auditor, and the Internal Audit Office. In this liaison, parties reported and exchanged
information on the status of their respective audits, strengthening cooperation in audit functions.
(2) Each member of the Audit & Supervisory Board, in conjunction with the Audit & Supervisory Board Standard and in keeping with audit
policy and division of duties, used telephones the internet, or other methods to communicate with directors, the Internal Audit Office,and other employees, striving to collect information and improve the audit environment, conducting audits using the following methods.
Regarding cooperation with outside directors, we have made efforts for daily cooperation, including information exchange meetings.
i. Members attended important meetings, such as those of the board of directors, received reports from directors, employees, and otherparties about the status of execution of their respective duties, asked for explanations as necessary, inspected important approval
documents and other documents, and investigated the status of operations and assets at the head office and major business locations.
Members worked to communicate and exchange information with the directors, auditors, etc. of subsidiaries, receiving business reports
from these subsidiaries as necessary. Also, Members have visited overseas subsidiaries to investigate the status of their operations andassets. Furthermore, members received reports from the Internal Audit Office about the status of execution and results of audits of major
subsidiaries, asking for explanations as necessary.
ii. With respect to the system (internal control system) described in the business report that has been established based on resolution of theboard of directors, the content of which relates to the establishment of systems as prescribed in Article 100, Paragraphs 1 and 3 of theOrdinance for Enforcement of the Companies Act as a system for ensuring the execution of the duties of directors complies with laws,
regulations, and the articles of incorporation, as well as to ensure the propriety of business activities in a group of enterprises consistingof the stock company in question and its subsidiaries, members received regular reports on the structure and operating status of said
system from directors, employees, and other parties, asking for explanations and expressing opinions as necessary.
iii. With respect to the basic policy and initiatives described in the business report corresponding to Article 118, Item 3, (a) and (b) of theOrdinance for Enforcement of the Companies Act, respectively, the contents of said policy and initiatives have also been examinedbased on the status of deliberations at meetings of the board of directors, etc.
iv. We supervised and examined whether the accounting auditors maintained their independent status to ensure appropriate audit execution.
We received reports from the accounting auditors regarding their performance of duties and asked for detailed explanations whennecessary. We received notice from the accounting auditors that the “System to assure appropriate business performance” (stipulated ineach section of Article 131 of the Rules of Corporate Accounting) as prepared appropriate and complies with “Quality management
standard for the audit” (Company Accounting Council). We requested detailed explanations when necessary. For major matters in theconsideration of audits, members held discussions with the accounting auditor, received reports on the status of audit implementation,
and asked for explanations as necessary.
In accordance with the aforementioned methods, we have reviewed the business report and supporting schedules, the financial statements(balance sheet, statement of income, statement of changes in net assets and notes to financial statements) and supporting schedules, and theconsolidated financial statements (consolidated balance sheet, consolidated statement of income, consolidated statement of changes in net
assets and notes to consolidated financial statements) for the fiscal year under review.
2. Result(1) Results of the Audit of the Business Reporti. We confirm that the business report and the supplementary schedules represent the Company’s status in accordance with the law andarticles of incorporation.
ii. We did not recognize any serious facts about acts of dishonesty regarding director execution of duties or violation of the law or articles
of incorporation.
iii. We confirm that the resolution of the board of directors regarding the structures for Assuring the Appropriateness of Business
Operations is appropriate. Also, we have noted no special points to mention regarding the description of Operation Status of Structures
for Assuring the Appropriateness of Business Operations, and director execution of duties.
iv. There are no special matters to mention regarding the Basic Policy on Management Control described in the business report.
(2) Results of the Audit of Financial Statements and Supplementary Schedules
We confirm that the methods and results of the audit conducted by Grant Thornton Taiyo LLC were appropriate.
(3) Results of the Audit of Consolidated Financial Statements
We confirm that the methods and results of the audit conducted by Grant Thornton Taiyo LLC were appropriate.
May 17, 2024

FUJITEC CO., LTD. Audit & Supervisory Board
Member of the Audit & Supervisory Board (Standing)Member of the Audit & Supervisory Board (Standing)Member of the Audit & Supervisory Board(Outside Audit & Supervisory Board Member)
Member of the Audit & Supervisory Board(Outside Audit & Supervisory Board Member)

Yasuo Utsunomiya
Takeharu Igaki㊞㊞

Tatsuo Ikeda㊞

Yoshiyuki Yamasaki

㊞
End

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Company Stock Information
Fiscal Year
General Meetingof Shareholders
Record date
Method of public
noticeApril 1 to March 31
June
Ordinary General Meeting of Shareholders/year-end dividend: March 31 of each year
Interim dividend: September 30 of each year
Public notices are posted electronically. However, in the event that electronic public notice is
not possible due to an accident or other unavoidable reason, public notices will be published in
the Nihon Keizai Shimbun. Website address: https://www.fujitec.co.jp/koukoku

Administrator of shareholder registry and account management institution for special accounts

Mailing address
Telephoneinquiries

Sumitomo Mitsui Trust Bank, Limited, 1-4-1 Marunouchi, Chiyoda-ku, Tokyo
Stock Transfer Agency Department, Sumitomo Mitsui Trust Bank, Limited 2-8-4, Izumi,
Suginami-ku, Tokyo 168-0063, Japan(0120)782-031 (toll free)
Hours: 9:00 - 17:00 (except Saturdays, Sundays, and holidays)

Expansion of Shareholder Benefit Program
The Company adopted a shareholder benefit program, Fujitec Premium Benefit Club, aiming to increase theattractiveness of investment in Company shares and to encourage shareholders to hold Company shares over the
medium to long term. Shareholders holding 200 or more shares of Company stock as of the last day of March are
eligible to receive shareholder benefit points, which can be exchanged for more than 5,000 different products or
donated to public benefit corporations such as environmental NGOs and international NGOs through the Fujitec
Premium Benefits Club.
Points Granted
No. of Shares Held200-299 shares

3,000 points

Between Two and Five
Years, Continuously*
3,300 points

300-399 shares

5,000 points

5,500 points

6,300 points

400-499 shares

10,000 points

11,000 points

12,500 points

500-599 shares

15,000 points

16,500 points

18,800 points

600-999 shares

25,000 points

27,500 points

31,300 points

1,000 shares or more

30,000 points

33,000 points

37,500 points

Initial Year

Five Years and More,Continuously*
3,800 points*From 2022 onward, shareholders who continuously hold 200 or more shares of the Company stock until the last dayof March of each year and the last day of March of the following year and have the same shareholder number will be
eligible for long-term shareholding. After 2023, additional points will be awarded as a long-term holding benefit forcontinuous holdings between two and five years and for continuous holdings for five years or more.
[Inquiries regarding the Fujitec Premium Benefit Club]
Telephone inquiries: 0120-302-716
Hours: 9:00 a.m. to 5:00 p.m. (excluding weekends, national holidays, year-end, and New Year holidays―71―